The Soul of the Storm
by A Stereotypical Gamer
Summary: A magnetic disturbance in Beacon draws the attention of the World Council. Concerned about a possible tie to Pyrrha, Jaune asks Ruby and the remnants of Team JNPR to return to the academy to investigate... while the villainous Dr. Merlot returns with a new ally and a new plan for the Grimm.
1. The Bear and the Maiden Fair

**RWBY**

 **THE SOUL OF THE STORM**

BY A STEREOTYPICAL GAMER

 **A/N:** _This story takes place after Volume 3, during the six month timeskip. This is in continuity with my earlier work "The Snow Angel and the Ruin King", but it is not necessary to have read that story to enjoy this one._

 **Chapter One: The Bear and the Maiden Fair**

 _Junior's Club, the Edge of the Vale Safe Zone_

They had been unfortunate, to be so close to Beacon Academy. Atlas had tried to make the Safe Zone as large as possible, but a lot of businesses on the edge of town were abandoned on the other side of a military blockade. Junior and his men were still inside that barrier, but only just. Worse, they were a criminal enterprise just a few blocks from an armada of soldiers and a massive horde of Grimm just a little past them. It hadn't made for good business. It certainly hadn't helped the property value.

Criminal operations had been almost entirely suspended with a major supply route cut. Junior was constantly speaking to the family bosses above him about the situation, and they were growing increasingly impatient with his lack of profits. Most of his men loitered in the club, taking full advantage of the free drinks and the lack of anything else to occupy their time. A few had fled for greener pastures once the Grimm broke through the academy walls, and many suspected they'd found more profitable enterprises outside the grip of an Atlas checkpoint.

Inactivity bred tension in men. Career criminals, even more so. They were hoping for something to change, for anything to come their way. For anything but an uneventful night.

They should've been more specific in their wishes.

Banging on the door drew a bouncer's attention, and he went to examine… only for the door to fly off its hinges and smash into his face. A Beowolf squeezed itself through the door frame, snarling at the inattentive guards, most of whom were quicker to examine their beverages than reach for a weapon.

"What are you idiots waiting for?" Junior snapped. "Aren't you used to other idiots breaking into this club by now?!"

His men did eventually draw their guns and fired, but the Beowolf was followed by more of its ilk, each squeezing through and widening the door frame. Eventually another group of Beowolves just made a second entrance beside the door, more and more pouring in. The first few were quickly gunned down, but Junior's men were quickly overwhelmed as the Grimm kept forcing their way forward.

Melanie and Militia had been passive and indifferent during the initial foray, but the numbers game drew them in, as they began fending off the Grimm themselves, quickly evening the odds. Junior himself interceded next. His weapon of choice had been broken months earlier, but his fists were enough to break little Grimm like these.

The Beowolves kept up their attack, his men quickly breaking formation and retreating. Melanie's kicks cut a path on their right flank and Militia's blades held the line on the left. They were clumping together in the center, and Junior could just punch straight into the horde. The tide seemed to be turning…

…until Junior's fist raced into the group of Grimm, only to be caught by a slim, pale hand. He felt as though he'd punched a brick wall, not a dainty set of fingers. Junior looked past the horde of Beowolves and saw only a glimpse of fair skin, before the hand he'd struck took hold of his wrist and hoisted him up, tossing him away with ease. He saw the roof of his club race overhead before landing on the dance floor, shattering a glass railing as he tumbled.

Melanie and Militia drew back to join the rest of his men, trying to spread the Grimm out again and buy him time to recover. Junior staggered up to his feet and glanced around for his assailant, but saw only the horde of Beowolves, growing larger and larger as more and more poured in through the hole they'd made.

He saw a flash of silver on the Grimm's right flank. A foursome of Beowolves leapt down to the dance floor and encircled him. He raised his fists, but whichever way he pivoted, he'd be unguarded on two fronts.

He saw the glint of silver in the crowd again, as more Beowolves broke from the group and moved to attack his men from the side and the rear, to encircle them as they'd encircled him. He hadn't fought Grimm often, but Junior couldn't recall ever seeing them use _tactics_ before; someone was pulling their strings.

Someone like a hunched over old man with a silver robotic right arm, pointing Beowolves in one direction or another. His face was hidden in a mess of lengthy gray beard, but he had a distinctly red left eye, shining amidst the shadows of the club entrance.

"Take out the leader!" Junior called. "Shoot the human working with them!"

His orders fell on deaf ears, as his men were quickly overwhelmed. Only the twins managed to keep up the fight, even as they were pushed back and surrounded by the Beowolves.

Once the fighting calmed, to only Junior and the twins still standing, the horde of Beowolves began to move apart and take places around the club. Some stood guard over his beaten men. Others formed two lines, creating a pathway from the entrance to Junior on the dance floor.

The two lines of Grimm stood shoulder to shoulder, and in unison, dropped to a single knee. Junior was aghast, trying to comprehend it all…

… when he saw that slim, pale figure again, descending the steps. A woman with skin white as snow, hair black as night… a woman barely taller than Militia and Melanie, walked past monsters without a care. After all, the monsters were kneeling; kneeling before _her_.

The hunched, bearded man joined her, taking the long way around the line of Grimm. He stood beside her, waiting on her order.

"Who is this?" she asked in a dull monotone.

"Hei Xiong," her ally answered. "Also called 'Junior.' His associates, Melanie, Militia Malachite." He pointed to the twin girls in red and white still fighting the Grimm. They were trying to reach him, but the numbers game would continue to wear them down.

"And does he have it?" the pale woman inquired.

"Do I have what?" Junior demanded, still keeping his eye on the four Grimm surrounding him.

The hunched man with the robot arm pulled out a scroll and tapped on it. A few moments passed before he held it out in his hand, setting up a holographic display of shipping crates and briefcases. "You contracted your men to steal Dust for Roman Torchwick. My associate here wishes to know if you were smart enough to keep any for yourself."

"You're behind the times, old man," Junior spat. He debated whether he should've mentioned that annoying blonde girl making a similar inquiry, but quickly opted to save that information for later. "The guys I lent to Torchwick never made it back. They got pinched- or worse."

The hunched man continued working on his scroll, setting up a new holographic display of Vale. "Then kindly show us any storehouses of Dust you or your subordinates know of, so that we can raid them."

This was the weirdest shakedown he'd ever experienced. "You guys new at this or something? Why should I tell you my trade secrets?"

The woman stepped towards him. Dainty and slim as she was, her every footstep cracked the dance floor beneath each bare foot. She drew close to look at him, both eyes hidden behind thick black bangs. "Brave, isn't he?" she observed in the same quiet monotone.

"He isn't aware what he's facing," her hunched associate replied. "It won't matter how brave he is; nature abhors the stupid."

"So enlighten me," Junior demanded. "Tell me what you want."

The woman leaned her head to look at him. Her hair fell back, revealing an eye of intense green, with no iris or sclera to alter its hue. "I want you to bring me all the Dust you can," she answered in the same emotionless tone. "Every last shard and sable, no matter its color, no matter its potency. Everything you possess, everything you steal, everything you find… I want it brought to me."

"And what am I getting paid for this job?" Junior demanded.

"Whatever your life is worth," the woman answered. "Whatever _their_ lives are worth," she continued, with a casual flicker towards Militia and Melanie.

The twins had finally broken through the group of Grimm and were moving to the dance floor to intercede. Junior hoisted his fists, ready to join them… when the hunched man shook his head.

"If you want them to live, do not interfere," he advised. "Right now, she's being patient with you."

The woman stepped towards the twins, cracking the floor beneath her step. Militia moved in first, swinging her red and black claws to pin both of the woman's arms. Melanie followed with a high kick on the woman's unguarded face.

Melanie fell to the floor, clutching her ankle in pain. Militia watched in horror as the woman raised her arms and shattered the blades on her weapon. Militia tried to find another place to kick, only for the woman to gently tap the red adorned twin on the head.

Militia crashed through the floor, and imbedded through three feet of concrete. Melanie attempted to stand and fight with her good leg, but the woman merely flexed her arm and Melanie was soon writhing on the floor, clutching both injured feet.

Junior recalled seeing tremendous strength come from the tiny body, but he hadn't expected such a strong defense. Militia and Melanie were much stronger than the rest of his men, and not far behind himself in terms of power. If she could dispatch them so easily…

Junior cleared his throat. "And if I do this job for you… what happens then?"

"Deliver the Dust you collect to Doctor Merlot," she answered, and her hunched ally inclined his head to accept her acknowledgement. "He'll wait at the edge of the safe zone to receive your shipment."

"And how do I get past the Atlesian soldiers?" Junior asked.

"It seems _you're_ the one behind the times now, Mr. Xiong," Merlot told him. "Take a look outside."

The woman lowered her head, obscuring her eyes again. The four Beowolves stepped away from Junior, clearing a path for him and dropping to kneel in line with the other Grimm. Junior stepped over to pick up the twins, carrying one on each shoulder, then stepped out through the broken front door, Merlot behind him.

He looked out at the dark streets, lined with dead or unconscious soldiers. And more pressingly- lined with even more Grimm: Beowolves, Ursa, Griffons, Creeps, Nevermores circling in the sky, and one massive quadruped with a distended snout he'd never seen marching past.

The fair woman stepped back outside, the Grimm in the club rising and following her in lines. The Grimm waiting outside moved to join them, forming an enormous horde at her back as she walked towards the ruins of the pitiful defenses Atlas had tried to leave behind.

"We'll give you a single day to acquire as much as you can from the city," Merlot told him. "Once you've completed your task, I strongly recommend you head to the other side of the world."

Still stunned by the number of beasts in his new employers' midst, Junior barely mumbled out: "Why?"

"Because on the second day, there will be a storm that consumes Vale," Merlot told him.

"A storm?" Junior repeated.

"Oh, yes," Merlot confirmed, giddy with the sight of the horde. "The Grimm are already being drawn here. Once we amplify that process, we will draw all the darkness here, bringing all their energy to a single point.

"In two days, Vale will be home to every last Grimm in Remnant."


	2. Magnetic Mirror

**Chapter Two: Magnetic Mirror**

 _Ruins of Beacon Academy_

Merlot set up another listening post at the base of the tower, pulling out his Scroll to measure the noise levels from the horde. Once the post came online and connected with the others stationed around the academy, creating a holographic display from the noises they picked up and processed through his programs.

The display showed it clearly, as greater numbers of the Grimm continued to pour in, drawn by the two sources calling to them… a frozen ancient Grimm, and his ally, in the process of using some of the debris and scaffolding to weave together a place to sit. Merlot instructed the Scroll to save the program with the display, and moved over to his other instruments, his Scroll pulling up another set of information to decode.

"The distortions have decayed in the atmosphere, but there's enough residue for us to utilize," Merlot explained. "We need to begin the process immediately to make the necessary tear into the magnetosphere."

She nodded grimly from her makeshift throne and began to concentrate. The Griffons descended and collected the available crates with Yellow Dust, a few of their number remaining on the ground with the rest of the stockpile. Merlot again pulled up his holographic display of the academy, pointing to points around the central tower to focus upon. His cohort nodded and sent the flying Grimm skyward, each carrying their bounty.

Merlot closed his right eye and focused on the Grimm above him, using his cybernetic enhancement in his left eye to measure the distance. "Adjust twenty degrees," Merlot instructed. Once the Griffons were in place, he placed a marker on his holographic display. "Alright, second wave to emplacement."

The next group of Griffons ascended with Red and Blue Dust in tow, positioning themselves on opposite sides of the first group. Merlot again marked his holographic display, and nodded. His ally concentrated, and the first group of Griffons smashed into each other, destroying the crates simultaneously, and blasting the sky with lightning.

As Merlot predicted, the bolts of lightning aggravated the lingering magnetic field around the tower, spiking it upwards, higher into the atmosphere. The electromagnetic force drew the debris lining the tower higher. "Now!" Merlot called.

The latter two groups of Griffons smashed the Blue and Red dust crates, fire and water mingling in the distorted magnetic field. Air particles and superheated water particles pulled in multiple directions, and the smoggy clouds over Beacon were seeded with multiple water temperatures. With the accelerated pressure of the magnetic fields and the exacerbating presence of the Grimm, the rain started falling almost instantly.

And more importantly, the magnetosphere had deteriorated further over Beacon… the hole was widening.

Merlot turned his attention back to his ally, reaching a hand to clutch her forehead. "I… need it," she uttered, her voice breaking, her emotional control faltering. "The stress… more than I anticipated."

Merlot quickly moved to her side, pulling a syringe from his lab coat. He reached up and examined her: her eye was fading, her iris was returning. The serum had diluted… and his holographic display showed the Griffons above them were falling out of formation, free of their mistress's grip.

Merlot pushed her hair aside and injected her neck with the serum. He then turned his attention to their Dust stockpile, moving over to defend it while any numbers of the horde were outside their control. As he'd anticipated, the Griffons were drawn to the large quantities of Dust, landing nearby, fully intending to destroy him and get to it.

Fortunately, the serum did its work quickly, and his ally rose from her throne and gently lifted her hand. The Griffons were at once back under her sway, and slowly returned to their ranks, and Merlot relaxed… at least a single hair.

"That was too quick, Regen," Merlot pointed out. "The contractions are coming faster; I may not have enough serum to sustain you through the process if the rate increases at this pace."

"I will… improve my concentration," she replied, her voice returning to a dull monotone. "But the more complex the task, the greater the number of voices in my head."

Merlot nodded. "I will need to repeat this process multiple times. However, once the tear is wide enough, it will be self-sustaining."

He turned his attention to their small supply of Gravity Dust, lifting a single globule to examine. "And then the storm will never end."

* * *

 _Atlas Flagship Above the Vale Safe Zone_

Ironwood had spent the day besieged by reports. Nothing of particular importance; just another group of Grimm coming in from every direction, or a request to move through one of the safe zone blockades, or a convoy of supplies for the soldiers and the refugees, or a new missing in action report after another scout patrol went missing. It would've been a typical day had he not gotten a report from an adjutant he'd been commanded to contact the Council.

Once his communications team finished connecting the ship's relay towers, Ironwood set up his monitor and was immediately greeted by four shadowy figures, each identifiable only by their kingdom's sigil resting beneath their visage. It was annoying how the Council never utilized direct lighting, but their paranoia had only increased after the Battle of Beacon, and as such they'd taken increased precautions to conceal their identities and locations.

"General, are you aware of a recent disturbance in your vicinity?" one of the exiled Vale council members inquired.

Ironwood took a moment to glance back at the reports from his crew. Buried under various duty roster updates was a single report about an atmospheric disturbance in Beacon that his technicians believed to be some sort of error in the telemetry data. "My men detected something, but their results were inconclusive," Ironwood answered, carefully masking his men's actions and going along with the councilor's inquiry.

"The atmospheric damage in Beacon has worsened," the councilor continued. "Before Beacon Academy was overrun their systems detected a number of magnetic disturbances. We thought it might've been related to the Grimm attack, but the additional sensors we've placed in the safe zone have detected nothing out of the ordinary… until today."

"And you think something unusual is going on?" Ironwood inquired.

"Clearly," the councilor from Atlas interjected. "The Grimm were just instruments in someone else's master plan last time, and we do not believe they've suddenly become autonomous."

"Has there been any recent suspicious activity in Vale that could be related?" the exiled Vale councilor asked.

Now that he mentioned it… "There has been a recent spike in criminal activity," Ironwood confirmed. "At least one organized gang has been stealing Dust from storehouses."

The Councilors leaned close to each other and spoke. Ironwood heard only a few faint mumbles, standing awkwardly by until they deigned to acknowledge him again.

"The number of Grimm in Beacon is increasing even more rapidly than we predicted," the Atlas councilor told Ironwood. "We'll approve additional support to reinforce your position and investigate these criminal activities and see if there is any connection."

"You really think this is something to be concerned with?" Ironwood asked.

"What we think, General, is that a phenomena we cannot explain is occurring at the epicenter of the largest group of Grimm we have ever seen," the Atlas councilor replied. "What we think is it would be prudent to further investigate these Dust thefts, and to improve your men's equipment to confirm our suspicions about these magnetic disturbances."

"Of course," Ironwood immediately acquiesced, before the council had more reason to complain about his glib replies.

"Now, General, we will contact you again if our instruments detect additional disturbances," the exiled Vale councilor advised. "And we expect your men to corroborate our findings, and for you to respond accordingly."

"Councilor," Ironwood began, tentative. "If this means the Grimm are going to be… more active…"

"We are aware of the difficult position you are in, General," the Atlas councilor assured. "We will send what reinforcements we can, but an influx of Atlesian soldiers will likely cause a panic. We'll have to deploy gradually, and possibly keep our soldiers outside of the safe zone. We'll have to respond delicately, but we will give you whatever forces you need… we'll just have to proceed cautiously."

"Sir, if the Grimm mass on the border…" Ironwood let the thought hang.

"We know, general," the exiled Vale councilor nodded. "We will reinforce you as quickly as we can. But you know what the situation is. We will announce a suitable cover story to reduce civilian involvement, and provide an onus for our soldiers' intervention."

"Yes, sir," Ironwood confirmed, remaining stoic until the communication ceased.

Then he waited, looking out over his subordinates, wondering how many men would supplement them… and how many of them would return home if they were ordered to engage the Grimm.

* * *

 _Anima, Westernmost Port_

"What do you think of 'Jammer'? Like, if you roll it on the tongue."

"I don't really hear it that way, Nora."

"Only because _you_ never slur your words, Ren! The rest of us occasionally like to play with words and invent new ones! You know, for fun."

"I'm just not sure where you can go with four consonants and no obvious way to link them."

"That's what Ozpin did with us! You, me, Jaune, and-"

That was the end of the conversation. Mercifully. The alternative was to have Nora keep rambling about better days. Before Ruby suggested they partner up and go to some kingdom they'd never been to, and had only heard about secondhand from their friends… and where, allegedly, their enemy and mastermind of the attack on Beacon Cinder hailed from.

And while Nora was far too kind to say it, there was perhaps a thread of discontent in taking orders from Ruby. Just a tiny hint of discord, born of love for her fallen comrade. Not something to resent, but not something that was easy to ignore.

Jaune nudged her shoulder. "Don't let it get to you."

"Well, Ren's right: it's a hard group of letters to work with," Ruby replied with a coy sort of smirk.

Not her first loss of innocence; undoubtedly not her last. Still, she knew how to pretend for Jaune's sake. He was so much more fun to be around when he didn't take himself too seriously and didn't carry the weight of leadership so noticeably. So Ruby would put up the brave face so Jaune could be more like himself.

Ren was in the process of making their dinner with whatever cheap produce he could find at port, and they'd found an unoccupied picnic area to set up while they waited for a ship to head further into the continent. There was a long way to go, and a lot of countryside to pass through: it seemed preferable to the ocean they'd crossed.

Nora was lounging nearby and had resumed a hobby of hers: trying to find a new team name to work with. She'd had to cheat on every attempt, or apply a ridiculous pirate accent to roll the extra "R". It occupied her time, when she wasn't depressing herself.

Jaune had been happy to defer to Ruby, letting her take charge… mostly, because she actually knew where Mistral was and how to proceed there. She'd had to learn a lot of things quickly, organizing their travel and their supplies. She had rope, bedrolls, flint, steel; all enough to last a good long while, but money and food were much tighter. Ren could work miracles with limited resources, but there was still a lot of continent to cover, and only uncertainty awaiting them. Uncertainty was preferable to the pains of reality. The things they knew had happened must've been worse than what could potentially happen down the road. It didn't matter what would get in their way: what they left behind them was what would trouble them more than uncertainty.

Ruby was trying to find a comfortable way to rest on a repurposed park bench. Jaune was playing with his Scroll, trying desperately to switch between its applications in his usual endearingly inept way. It was nice to have a moment of rest, to just hang out together and not dwell on the serious endeavors of life and argue about minutia.

At least until Jaune wrecked all that by finding a news report from Vale, and looked at the massive horde of Grimm still swarming around Beacon, while ever-reliable host Lisa Lavender mentioned off-hand about some recent Dust thefts…

"The Vale Council sent a communique to the station just a few minutes prior to broadcast, advising any Vale citizens in the Safe Zone in districts 14, 16, and 17 to temporarily evacuate due to recent magnetic disturbances in the ruins of Beacon academy," Lavender began, and immediately drew Jaune's attention.

He hadn't seen her unleash her full potential, but the word 'magnetic' brought him right back to witnessing her lash out with just a sample –just a taste- of her incredible Semblance. He quickly dismissed the thought: it was some strange effect of the Grimm in the area, or maybe some of Ozpin's hidden tech had broken down after months without maintenance.

"The Council has conferred with Atlas science advisors and believe the disturbances have been caused by an incoming geomagnetic storm," Lavender continued. "Temporary quarters are being set up at the Atlas command center for those affected by this occurrence. Atlas has also issued additional travel warnings due to increased Grimm activity at the former site of Beacon Academy."

It made sense. More sense than what he wanted to believe.

Just some science-y thing he couldn't comprehend…

"That's odd," Ren observed from musing over his pot. "It shouldn't be necessary to evacuate due to an abundance of solar wind in the atmosphere; not unless their dwellings are near powerful electrical currents anyway."

Ren was the only one among them who'd ever been a good student, and he far exceeded them in scientific aptitude. And he was poking holes in the media's story…

"So then why are they reporting that?" Ruby asked.

"Probably just trying to cover up some other incident," Nora interjected. "The government does that all the time."

"That's ridiculous," Ruby dismissed. "They can't just go on television and lie! Then no one would believe the news!"

"Yeah, about that…" Nora whispered in Ruby's ear.

"You're kidding!" Ruby replied, only for Nora to whisper even more horrible revelations, and her friend's expression shifted from shock to despair as she learned the unfortunate truths of media corruption.

Jaune was still focused on Ren's critique. "Ren, if it's not a ge-a geo- a magnetic thing, what else would cause that?"

"There are a number of possible factors," Ren mused, turning attention away from his cooking. "The magnetic disturbance may instead be a result of Atlas and their own wrongdoing…"

Or, perhaps…

Ruby could discern Jaune's line of thought, and put her shattered illusions about separation of media and state aside to confer with him. "I know what you're thinking," Ruby whispered in his ear. "But it's not possible. I saw her- I saw what Cinder did. It's _not_ her."

"I know that," Jaune started, but then corrected himself. "No, I _should_ know that, but some part of me… maybe I just need to know for sure. Maybe I just…" He couldn't finish his thought. He couldn't even justify his flawed reasoning. It was raw emotion; hope he'd not felt since he'd lost her.

"If we head back, we'll lose a day at sea and another going back to Beacon," Ruby pointed out. "And we'll be walking into more Grimm than we've ever seen…"

"I know," Jaune conceded. "It's stupid, but… something about this."

"You want it to be her," Ruby told him.

"I want her to be alive," Jaune agreed. "I know it shouldn't be possible. I just… I don't know why, but I can't shake this feeling."

"We'll use up more of our supplies," Ruby pointed out. "And the Grimm…"

Jaune didn't try to persuade her further. He just held her gaze.

"You know, maybe we could use a detour," Ruby suggested. "And who knows? Maybe it'll help in our search."

It was misplaced optimism. She knew it was a fool's errand. No one came back from what Ruby had seen Cinder do.

Yet Jaune's hope, foolish though it was…

"Guys?" Jaune called, instantly getting his teammates' attention. "Change of plan."

* * *

 _Edge of the Vale Safe Zone_

Junior and a few of his men finished unloading the Dust containers, and watched as various Grimm came to collect them. Ursa carried them on their backs, Beowolves dragged them through the dirt, and Griffons carried them skyward.

Merlot was paying attention to his instruments, largely indifferent to Junior or his bounty. "Is this all you were able to collect?"

"All we could find in your time frame," Junior replied.

"Ah, well, hopefully it's adequate," was Merlot's ambivalent response. "You have fulfilled your obligation to us, Hei Xiong. You are free to go."

"No thanks," was Junior's curt reply. "This is my side of town. I won't be chased out by a bunch of idle words."

Merlot shrugged. "Suit yourself. But I can't promise the Grimm won't spread and devour you once the clouds cover the rest of Beacon."

"I thought you were controlling the Grimm," Junior noted, surprised.

"The Grimm are a storm, Mr. Xiong," Merlot answered, still watching his instruments. "Fools try to tell the wind which way it blows. What Regen and I have in mind is simply to give that storm a home."

His instruments gave him a reading. Merlot turned his attention back towards Beacon and watched another flash of lightning, then another clash of fire and water. The storm clouds grew denser, as more particulate matter rose up from the ruins of the tower, more metal and rock were drawn skyward by electromagnetic force.

The storm worsened… and the tear in the magnetosphere exacerbated the storm further.

"You are free to be swept away, Mr. Xiong," Merlot told him, as the Grimm carried the remaining Dust containers back towards Beacon. "I hope you enjoy living in darkness… because soon, you'll see nothing else."


	3. Sea Change

**Chapter Three: Sea Change**

 _Vale Safe Zone, Atlas Flagship_

"Is this the latest data?" Ironwood inquired, looking at weather reports on his scroll.

"Yes, sir," his ship's meteorologist confirmed, "I am certain of my findings: the storm's been exacerbated. Though we believe Grimm to have affected weather patterns before, this degree of particulate matter is unprecedented. Local temperatures are falling in Beacon due to a massive decrease in solar radiation."

"So, if the Grimm didn't do this themselves…" Ironwood drew his own conclusion. "Thank you. I'll report this to the council."

His meteorologist dismissed, Ironwood steeled himself for what would likely be an unpleasant meeting. The only news he had to offer them was that the storm was growing worse, and the Grimm had a helper with the know-how to make things worse on their behalf.

He was but seconds away from delivering his report when another of his adjutants rushed into his office. "General," the adjutant reported, "We've finally discovered why our district 17 checkpoint has been quiet… you're going to want to see this."

The adjutant handed Ironwood her own scroll, and played the recorded footage for him. Body cam footage –partially distorted by static and block decompression but clear enough- of a soldier at the checkpoint firing into a horde of Grimm overrunning his position. It wasn't exactly a surprise to see the Grimm were the cause of more trouble, but what _was_ surprising was the cohesion and precision of their attack. Ursa moved at the front and absorbed gunfire. Beowolves attacked mounted positions quickly before they could be fully staffed. Griffons descended on flanks and pinned troops down. Grimm were often dangerously unpredictable and attacked in massive numbers… but they were never _coordinated_.

Ironwood continued to watch the video until the soldier fell in battle with a pair of Beowolves, but as he descended, he caught a brief glimpse of a clearly human figure amidst the Grimm horde; albeit a human figure with a distinct silver arm.

"Is that…?" Ironwood inquired.

"Positive match, sir," his adjutant confirmed. "Doctor Merlot."

"Ozpin reported him killed at Mountain Glenn," Ironwood observed. "Thank you for this. Please upload this footage to my feed for the Council." He handed her back her scroll, his adjutant saluted, and quickly moved to comply while Ironwood approached with a bit more confidence, now that he had something relevant to offer his superiors, and someone to draw their blame to.

He sat at his desk and expanded his monitor, setting up its holographic display. His transmission wasn't quite as clear as before because of the growing storm in the vicinity, but in a few moments he had stable –if discolored and static laden- holographic projections of the World Council.

"General Ironwood," one of the Atlas councilors noted, "Please proceed with your report."

Ironwood played them the footage he'd been given, pausing on the blurry image of Merlot. "It seems the Grimm have someone pulling their strings."

"This is most troubling," one of the exiled Vale council observed. "Merlot's experimentations on the Grimm reportedly gave him a degree of control over them."

"That would explain their tactics," Ironwood agreed. "The Grimm were able to disrupt our checkpoint because my men couldn't adapt to their strategy."

"And is Merlot responsible for the weather distortions?" one of the Atlas councilors asked.

"That would be outside his specialty," another of the exiled Vale council answered. "Though we had no idea the degree of his understanding of genetics or chemistry when he went rogue."

"And the Grimm are not causing the weather distortions themselves?" a councilor from Vacuo inquired.

"My meteorologist doesn't believe so," Ironwood answered. "There's too much matter in the atmosphere for them to have been causing it themselves, no matter how much dust they kick up when they arrive."

"Perhaps it's related to the Dust thefts," one exiled Vale councilor suggested. "Gravity Dust could draw up the particulate or Yellow Dust could intensify the storm's electrical distortions."

"My team have a number of theories on the matter, of course," Ironwood told his plausible lie. "I didn't want to present the council with anything that wasn't concrete."

"Yes, of course," one of the Atlas councilors agreed. "Have you received news on the troop deployments en route?"

Ironwood hadn't been looking forward to that topic. "Yes, sir… are you sure it's wise to bring in more AK-200s? After what happened during the Vytal Festival?"

"The number of Grimm keeps increasing," the same Atlas councilor reminded him. "We can afford to spare knights, and have a much better chance of matching their numbers this way. If we wanted to deploy soldiers to keep up with the Grimm, we'd have to resort to conscription."

"The situation is that dire, sir?" Ironwood wondered.

"While we are very committed to aiding our allies in Vale, we've also made efforts to secure our own borders… in light of recent events," another of the Atlas councilors explained.

Politics. Same as it ever was. "Of course, sir," Ironwood agreed. "As soon as they arrive I'll repost our AKs along the border to the Safe Zone. Hopefully it'll be a large enough buffer."

"In the meantime, General, we're declassifying the report on Merlot's operation and having it sent to your console," one of the exiled Vale councilors told him. "Some of Ozpin's students had the experience of dealing with Merlot and his pet Grimm… hopefully it's of use to you."

Ironwood waited until the other councilors dismissed him and then examined the mission report, largely filled by Professor Ozpin but with notations from his staff Peter Port and Bartholomew Oobleck, but most notable of all was the student team responsible for Merlot's defeat.

"RWBY…"

* * *

 _Merchant Freighter, Ocean Between Anima and Sanus_

Ruby audibly sneezed, though she could not discern why. She'd been constantly sprayed by the ocean water and cut by sharp winds, but she didn't catch a cold. She'd made a point to bring along plenty of milk and motivational posters. She shouldn't get sick with such preparations made.

Nora was with her on the deck and glanced Ruby's way. "Someone gossiping about you? I didn't know you were so popular."

"Heh, yeah, I made friends in a hurry," Ruby began earnestly. She'd intended to continue that train of thought with examples, until she recalled one such 'friend' had been Cinder, and another had been Emerald… it really made her question her judgment and she opted to replace any dialogue with a steady stream of fast nodding. Hopefully Nora would just start babbling about something unrelated.

Ruby's faith was rewarded. Nora was saying something about practicing her hammer techniques on an unstable surface like the rocking boat, and Ruby's constant nodding worked to her advantage. Normally she'd be quite interested in discussing new weapon strategies, but her attention kept drifting. For some reason looking out over rolling waves and seeing nothing but water in every direction made it easy to tune Nora out. All she heard was words.

Jaune eventually joined them from the cabin, looking pale and gaunt. He was still battling seasickness yet he inquired about her health. "You okay, Ruby?"

Nora was still going on about Manghild's surface-hardened steel, so it seemed an opportune time to reply. "Just thinking. Thinking too much, really. Lot on my mind."

"Yeah," Jaune nodded. "Not used to it, are you?"

He had that right. "Never expected things to turn out like this."

"Me neither," Jaune agreed. "Waiting is the worst part. When you're not doing something, it's easy to just think. And right now, well… right now I wish I could be the guy I was when I got to Beacon, just going with the flow. Right now I wish I had to get up and go to class… never thought I'd miss that. I miss things being simple."

"Our problems now aren't complicated, Jaune," Ruby pointed out. "Not easy. Not fun. But they _are_ simple."

"Fair enough," Jaune nodded. He seemed prepared to say something more, but quickly brought a hand up to his mouth, his cheeks protruding out. He made a mad dash below decks.

Ruby turned her attention back to Nora, who was concluding her point about grenade capacity, and turned her attention back to Ruby at last. "So what do you think?"

"I think we'll probably need a lot more grenades. Might as well add them."

"Great minds think alike!"

* * *

 _Vale Safe Zone_

Ironwood watched the dropships descend, lowering AK-200s in groups of twenty. Once active, the knights began clearing away remaining debris from the checkpoints and moving to position to reinforce the border.

He wasn't thrilled about robots that had already proved susceptible to a virus being his reinforcements, but a large number of expendable soldiers to battle the Grimm was cause for celebration, at least for him…

…but all the new Atlas ships in the sky reminded the remaining Vale citizens of what they'd seen when their protectors turned on them, stirring up unpleasant memories…

In the ruins of Beacon, the Grimm detected it. It was a meager meal, but the negative emotion from the east piqued their interest. The humans were in turmoil. They were vulnerable.

And just as quickly as they experienced the sensation their instincts were suppressed, as they felt the wave of green wash over them. They dismissed this small concern. There was a greater bounty ahead.

A promise, but one that their instincts knew from long before. Before the light. Before the hunger.

Before the pain.

The Grimm continued to wander around the tower, the constant streaks of lightning the only light to illuminate their peaceful darkness once again.

* * *

 _Easternmost Vale Port, the following day_

Nora was the first awake, and she was quick to wake the others once they saw it. Ruby, Jaune, and Ren joined her above deck, and were immediately buffeted by rainfall. They could barely see through heavy mists on the ocean, but what lay ahead was even more ominous.

Dark clouds blanketed the sky. The winds coming from the shore were sharper and colder than the ones from the sea at their back. The rainfall was constant, and lightning bolts were so frequent and so powerful they left deep craters that scarred the dirt and split trees in two.

Ruby and Jaune exchanged looks. They'd definitely stumbled onto something…

"This may impede our travel even more," Ren wryly observed.

"I always did want to ride into a storm," was Nora's confident reply. "Maybe I'll find out how many lightning bolts I can get hit by and still get a benefit from!"

Well, that was one positive at least… "Let's go," Ruby instructed. "We've got a lot of ground to cover."


	4. Impact Winter

**Chapter Four: Impact Winter**

 _Ruins of Beacon_

Merlot held up the holographic display of the Grimm horde, so massive the image was distorted and downscaled to accommodate the total. "The number is sufficient. I trust the stress has eased?"

Regen, seated on her makeshift throne of scrap metal, nodded. "They are calmer. They speak less frequently. But when they _do_ speak… the number becomes overwhelming."

"There will be another disruption before the process is complete," Merlot warned her. "If you lose yourself in the Grimm's chain of communication, all this will be for naught."

"I have something to motivate me, Doctor," Regen told her cohort. "How much longer do you need?"

Merlot switched the display on his scroll, showing his ally a projected map of weather patterns. "Once the water vapor dissipates above the tower and the methane from the Red Dust settles around my instruments, we launch the final volley. With the remaining reserves of Yellow Dust, there should be enough force to propel the magnetized debris right into the hole we'll tear."

"How much longer, doctor?" Regen repeated, briefly breaking her calm front. A pair of nearby Creeps stopped to glance towards Merlot, and the scientist was quickly reminded of how precarious his position was.

Merlot smiled. "You needn't fret. In mere hours, we will tear through the sky. We will create a perfect, endless storm."

Regen looked through her thick black locks towards Merlot's labcoat. "And the serum?"

"Enough for one more injection, and _only_ one," Merlot advised. "One more risk to be considered."

"A risk worth taking," Regen assured him, her voice monotone once again. The nearby Grimm grew disinterested in Merlot, continuing their wandering.

Merlot returned his attention to his scroll, examining the holographic display of Beacon and the Grimm horde, expanding outwards…

"Hopefully, before our enemy moves on us," Merlot dryly observed, pulling up the display for his ally once again, this time focusing on a collection of tiny, trim figures amassing on the edge of the Safe Zone. "Because Atlas is about to knock on our door."

Regen audibly sighed. If they interfered now, she'd have to instruct the Grimm personally to attack them. Left to their own devices, the Grimm would lash out and attack the soulless soldiers, and eventually break from their carefully managed trance. They'd already briefly considered leaving the ruins when a burst of negative emotion emanated from the rest of Vale, and she'd had to quickly suppress their instinct to pursue their quarry.

Directly controlling that many Grimm in the heat of battle would be difficult. There'd be hundreds of voices talking at once. And hundreds more hearing cries in the distance. And hundreds more sensing the changes; the discrepancy of mass, even in the dark.

"The storm is already intense," Regen pointed out. "Will their army really try to attack us?"

"When all they sacrifice are empty hunks of metal, Atlas can be quite reckless," Merlot answered. "Perhaps they think matching the Grimm's numbers will give them the edge."

"Do you think they know what we're doing?" Regen inquired. Her calm demeanor broke as her cold focus shifted towards a more personal slant… rage buried just below the surface, scratching and clawing to be unleashed. "Did Schnee tell them…?"

Around him, the Grimm began to stir again, reacting to Regen's sudden outpouring of emotion. Amplified by a serum that already attracted them, Regen's rage was slowly becoming their rage. Beowolves and Creeps began moving towards Merlot, snarling and thrashing about.

Merlot tried to keep on topic. "If your old friend told her countrymen anything, it's too little and too late. Even if they move on our position, they won't reach us in time, and they'll be caught at the point of impact and swept away."

Regen was slow to compose herself. She had to focus on her objective, bring her mind into the present, away from a powerful, vivid memory to a gray and mundane sight. She clenched her hands against her metal seat, she clenched her teeth and held muscles in her abdomen in place. Slowly, gradually, she felt it again… not anger, not betrayal, not despair…

Just pain.

The Grimm surrounding Merlot abruptly lost interest and resumed their meandering, as Regen took a deep breath and turned her thoughts away from the Schnee of Mantle, and towards the scientist from Vale.

"Hurry, doctor," she requested. "I will not allow myself to fail when I'm this close."

* * *

 _Vale Safe Zone, District 16 Border_

"I really must protest this," Ironwood muttered feebly into his scroll.

"Again, your objection is noted, General," one of the Atlas councilors replied patiently. "Do you require any more clarification on your orders?"

"Only that I don't understand your strategy," Ironwood answered, more terse than he intended.

"This is only an expeditionary force being committed, General," the same Atlas councilor explained. "Less than 12% of the AK-200 corps will be sent into Beacon, purely to perform reconnaissance."

"And the instant the Grimm spot them, they will be attacked!" Ironwood protested.

"The number of Grimm is only increasing," another Atlas councilor reminded him. "Unless we increase production of the knights, your reinforcements will be overwhelmed regardless."

"But here we have a defensible position," Ironwood countered.

"General, your concerns have been noted," one of the exiled Vale councilors reiterated. "We require more information on the Grimm's activities and we want to –if possible- to locate Merlot. We anticipate some of the knights will be destroyed. We do _not_ expect these losses to be unacceptable."

"Do you want us to clarify your instructions, James?" one of the Atlas councilors inquired.

Another reminder of his place; another bitter pill to swallow. "No, sir," Ironwood managed.

"We'll leave you to it, then," the same Atlas councilor concluded. "We'll contact you again for a status report at 1900 hours."

Ironwood was finally alone, but the reach of the Council hadn't lessened its grip upon him. In pledging his loyalty to them, he hadn't expected they'd be ignoring his military experience or his advice.

But then, he hadn't predicted a lot of things recently.

Ironwood sent in the orders to his techs, and went to the bridge to view the departure. The AKs didn't need time to organize; they didn't require logistical support. They just received their instructions and marched.

Just over one hundred Atlesian knights moved from their positions in defensive battlements and formed ranks just past the border of the safe zone, organizing into squads of ten, then further into scouting parties of four and combat cells of six. They began their march, moving into the ruins of Beacon.

Into the storm.

* * *

 _Vale Safe Zone, District 4_

After a long trudge through mud, constant rainfall, and more than one extraction from deep pits in the ground, Ruby, Jaune, Nora, and Ren finally reentered the premises of the city. What had once been a bustling metropolis was a barely illuminated void, with only a few pedestrians and fewer cars in the distances. Many shops were boarded up, many others were announcing their closure and offering fabulous sales. Nearly every residence listed vacancies at ridiculously low monthly rates.

"Not quite how I remembered it," Ruby observed.

"This is tragic!" Nora observed. "That we should be unable to take advantage of all these sales and investment opportunities for the sake of our mission! Truly, the life of the huntress is fraught with peril!"

"I'll be quite pleased if that is the greatest adversity we face today," Ren wryly replied.

"Come on," Jaune instructed. "If we hang around too long someone's bound to notice us."

The thought convinced Ruby to progress. Her Dad was probably already scouring the continent trying to find her, and if any of her teachers had kept residence in the city, they might already have agreed to help recover her.

"Any idea on how we can get into Beacon?" Ren asked.

Ruby gave it only brief thought. "Yang told me about a friend of hers' in a seedy part of town…"

* * *

 _Ruins of Beacon_

Regen was glancing in multiple directions, reaching her hands up to her ears to try to silence the constant whispering. It was a pointless gesture; there were thousands of voices trying to be free of her grip, each wanting to wander out and find their own prey. The young Grimm wanted to lash out at so many nearby targets, and they were getting increasingly restless. The elders had learned to focus and live with their constant yearning. Yet many of the Grimm present were newly forged, birthed in despair from conflict.

"How much longer?" she snarled at Merlot, digging her fingernails into her skull and ripping out clumps of hair.

"I am nearly in alignment," Merlot assured her. "Seven, maybe eight minutes."

It would've sounded like a reasonable length of time, were she not attempting to filter the screaming pain and the quiet bloodlust of hundreds of newborns, screaming in her brain and whispering in her ears. The serum was wearing off, and Regen's control over them was lessening. Some were becoming aware of Merlot's presence, sensing a meagre –but nearby- presence of aura to consume.

"You need to inject me," Regen managed to breath out. "I'm losing them-!"

"This is the only remaining dosage," Merlot pointed out. "If my calculations are off, there won't be any other opportunity."

"There's no choice, Doctor!" Regen snapped, her control breaking, her tone rising. She dug deeper into her scalp, drawing blood. Her irises began to darken, the green fading away.

Merlot was irritated, but he complied. He ran up to join Regen at her seat, found her vein, and injected her once more with the serum. He took a moment to examine the Grimm, as many of them began moving towards him, driven by their hunger for his aura, their hatred for his light.

Regen took several seconds to adjust, but she focused on her objective, and gradually, the green poured through her, and she was able to bury the pain beneath its surface. She took a few deep breaths, and then turned her attention to the horde, whispering to them, promising them a greater reward than the small meal in their midst.

And it was so close now…

"There goes our contingency plan," Merlot lamented as he cast aside the empty syringe.

Regen composed herself, her voice returning to monotone. "How many of them will you need?"

"A much greater number of Griffons; Nevermore if they can be spared," Merlot answered, returning to his adjustments. "The discharges will need to be consecutive to lift the heavy metals from the top of the tower. Without sufficient force, they won't tear the hole any further."

Regen was attempting to stifle each and every voice, but some of the young ones had wandered off during her breakdown, and upon relocating them…

"Atlas is here," Regen said.

Merlot glanced back at her. "How long?"

Regen only shook her head. "I can keep them busy. I'll try to move the fliers back into position."

Merlot stopped to consider. "No. Move them closer."

Regen was perplexed. "Why?"

"The Atlesian knights are composed of a transition metal in their reactive armor," Merlot explained. "Drag them into the storm at the right coordinates and they'll act as suitable lightning rods."

He switched displays on his Scroll and showed Regen the holographic readout. "Bring them here, here, and here… and let nature take its course."

Regen scanned his projections for the locations, and concentrated…

* * *

A few miles away, a scouting party of Atlesian knights had encountered a group of wayward Beowolves, and –as their programming dictated- they fired on the hostile targets, signaling to the other AIs in the vicinity to regroup and reinforce. Troops poured in to strengthen their position and increase their fire efficiency, shredding the lupine Grimm with impunity.

More Grimm broke off from the horde to join the fray, rushing the AKs. The knights adjusted their strategy, forming a strong line and holding their position, spreading out their fire and cutting the Beowolves down.

Unfortunately, their defense was focused on the threats on the ground. Griffons descended from on high, crashing into the knights' line and hoisting one android at a time, pinning their arms and legs in the beasts' talons. The Griffons carried the AKs skyward, their comrades trying to react to a tactic not previously present in their database as more and more were carried away by the Grimm, and more and more were removed from ranks by stampeding Beowolves.

The two pronged attack broke the Atlesian line, and Griffons continued to collect the AKs, functional or not, pulling them up into the clouds.

On the bridge of his flagship, Ironwood observed footage from the AKs mounted cameras, trying to coordinate with his techs and support staff.

"Get me the Council, now," he instructed his adjutant. "Patch them into this."

* * *

Merlot hastened to improve his schedule, pushing the Dust containers into position himself, forming a crude assembly line for the Griffons to collect the Yellow material and hoist it skyward. Once the boxes were all ascending, he moved to follow, jumping on the back of a Griffon and ascending up the tower to the ruins of what had once been Professor Ozpin's office. He dropped from the back of his mount and went about arranging the polarized metals –the debris, the clock gears, the pillars- pointing it up towards the center of his massive artificial storm, towards the tear in the magnetosphere.

He watched the winds with his right eye, his cybernetic left counting down the seconds.

He estimated Regen's reaction time over so many participants, and at three seconds before zero, he whispered the word that would change the world.

"Now."

Griffons flying above the tower crashed into each other, destroying themselves in the explosive bursts of electricity. The Yellow Dust reacted appropriately, discharging above the tower, in one burst after another. And as Merlot planned, rocks and dirt collected on the tower began to rise to meet the charged areas, drawn up by electromagnetic force.

But they were just the vanguard of this move. The pull of the planet's own magnetic field resonated with metals, previously polarized by the Semblance of a young huntress many weeks earlier. The electrically charged area above them drew them skyward, each aimed at points in a violent, swirling storm of Merlot's own design.

The pillars and gears shot up, crashing into particulate matter pulled up from the planet's surface, striking an already damaged magnetosphere with both the weight of load bearing structures and an oppositely polarized surface.

They were dragging it down, corroding the magnetic field…

…and then Griffons and knights were struck by additional discharges, of both natural lightning and Yellow Dust swirling in the storm, creating a series of explosions around the academy tower at the epicenter. The opposite pressures pushed the winds outwards.

And then, at last, the polarized metals tore through the magnetic field and fell into place, covered in Red, Blue, and Yellow Dust, leaving four holes in the planet's atmosphere, encircled over the tower. The violent winds and heavy rain clouds began to disperse above the tower, and propelled away from the polarized metal anchors, moved to join larger wind streams, leaving a calm center above the Grimm, the setting sun illuminating their new home. Lightning bolts rained down from the storm clouds, more intense than ever. Hail joined torrential rain, with chunks of ice and bursts of electricity destroying the AK-200 squads, sweeping the force away in a few motions.

Merlot laughed heartily from the top of the tower, bathing in sunlight shining down on only himself and the Grimm. He looked down at Regen, waiting to see if his hypothesis had been correct.

* * *

In Vale, en route to a seedy club Yang had visited, Ruby and her friends observed a hole tear in the stormy sky, a single point of light at the center of dark clouds. They didn't have long to be impressed at the sight in the distance, as the storm front expanded and moved further, reaching into the safe zone. Ahead of them, Atlas soldiers and ships were buffeted by hail and blown about by winds strong enough to sweep robots up into the air. Ruby signaled to the others and they drew back, but only Ruby herself was fast enough to avoid the storm winds, the other three blasted aside by the force of the gale.

Roofs were blasted off buildings. Street signs were ripped from lamp posts and beams. Lightning bolts that hit the ground took out the power supply, leaving the city in darkness.

Jaune was quick to recover from being knocked over, and exchanged looks with Ruby. He muttered: "Simple, huh?"

* * *

At the newly-created eye of the storm, Regen looked up at the sunlight, feeling its warmth amidst the intense cold of wind and rain. She looked out over the Grimm, and lessened her grip, hoping that it had been done. She waited, knowing their senses would overpower her in a moment; that she would hear their voices and feel their pain. She reached out to them, no longer in her thrall, but free to be as they were.

She heard… nothing.

She felt… nothing.

Exactly as she wished.

Merlot descended the tower, using the remaining polarized metal to create a crude staircase down to the ground, walking on the ferrous surfaces. Once he rejoined her, he turned his attention to the Grimm near them.

They were indifferent to him, passive. They saw his aura, his light in their darkness… and did nothing. They did not hunger for it. The light did not burn them. There was no pain. There was no hunger. There was no bloodlust.

Regen turned her attention to the massive Grimm wyvern frozen beside the tower, trapped by an ancient magic and immobilized. Its presence had drawn the Grimm to it, called them to a place where the darkness would gather, where it would dilute the suffering they'd experienced since they were forged by the energy the humans had emanated.

There was no more need to pursue the humans that hurt them. Now there was a place where they could dwell, free of hunger and want.

Regen ascended the staircase Merlot had given her, to take her seat in her new kingdom.


	5. Our Command is Thou Art

**Chapter Five: Our Command is Thou Art**

 _Mantle, Eighty Years Ago_

"Subject Zero, can you hear me?"

"Please, stop calling me that. You don't have to do this."

"Subject Zero, are you ready to begin?"

"…Would it matter if I said 'no'?"

"Subject is cognizant. Initiate the procedure."

"Please stop… please… we're friends."

 **Pain.**

"Stop it! Please!"

 **Hunger.**

"Why?!"

 **Whispers.**

Images distorted. Colors sharpened. Time crawled. A thousand voices whispered in her ears, constantly speaking without saying a word.

She fell to the floor, the distorted images above her taking note of her reaction, observing and contemplating. They spoke to each other, and eventually, one gave an order. Another soulless shell was pressed into her, and her reaction was monitored.

Darkness.

More whispers. So many whispers. So many voices speaking in terrible discord. She could not see those torturing her any longer; but she found no peace in the dark. The darkness was not silent.

She did not sleep. There was no sleep in that room. There was just noise and pain. Sound and fury.

* * *

And one other voice, the only one that spoke in more than a whisper: "Subject Zero, can you hear me?"

She did not deign to answer. What was the point? Why should she help someone who betrayed her? Why should she participate in their cruel experiments?

"No regression as yet. Today we'll increase from two to three."

She summoned a defeated Grimm, the same type as before.

At last she spoke. "Don't…"

"Subject is cognizant. Initiate the procedure."

More darkness poured into her. More voices assailed her ears. More pain filled her body, pain that pulsed with her every heartbeat. She fell to the floor again, facing the dirty tile rather than look up at her torturer.

Two more soulless shells were driven into her. The whispers increased in duration, but she understood no words. She heard them rush past her ears like sharp gusts of wind, with each brief pause between as torturous as the whispers themselves.

And the pain, the pulsing pain within her only worsened. Yesterday she could stand after they felled her. Today, she could not lift herself, her body was so heavy.

* * *

"Do you understand what's been done to you?"

"I understand none of this."

"This was your own research, implemented as you'd intended."

"I was wrong to pursue it. If I'd known you'd do this to me –to _anyone_ \- I'd have burned my notes and resigned from the committee."

"It's understandable that you want this to stop. If there were any other way…"

"Then what? You'd just do this to someone else?"

"No, it has to be you."

"Why?!"

"Because no one else could comprehend the final analysis we will conduct. No one else would understand what is to come."

* * *

At first she thought colors had sharpened. Instead, it seemed they stood out because they were bright points against vision growing increasingly darkened; increasingly washed of every color but black.

"Subject Zero, can you hear me?" came the only clear voice amidst the storm of whispers.

She did not reply. Her body felt so heavy she could not draw herself up to face her torturer. It was unfortunate; she craved the interaction. She preferred the feelings of anger and betrayal to whispers keeping her conscious in the empty dark.

"Subject is cognizant. Initiate the procedure."

She vaguely saw the summoning… but the color was so muted, it was barely more than a tiny ripple in the dark. Still, it was preferable to the intense brightness of her torturer.

At least until the soulless shell was driven into her, and the pain intensified again. Her body was even heavier, to the point when she instinctively tried to crawl away from her torturer, she dug into the floor tiles, breaking ceramics with the small application of her fingertips.

Another soulless shell was added. And another. And another. The pain was so much, she started scratching herself, trying to make herself bleed, trying to refocus her mind's attention from the endless pulses to something more familiar; something more manageable.

Her arms were too heavy. She couldn't keep up the attack, and her right and left fell uselessly to the floor. When they dropped less than a foot they left deep cracks and indentations in the tile, as though the floor was struck by hundreds of pounds of force.

The whispers were no louder, but now there were more. So many quiet utterings that she felt surrounded by people having a conversation she was not privy to and could not decipher. They did not speak to each other, merely conversing with the empty darkness.

She did not hear her torturer leave. Perhaps she left long ago. In the darkness, she could not make out anything clearly. Even the hands she wanted to inflict harm upon herself were looking unfamiliar. Limbs she'd seen all her life were distorted in the dark, looking more like the claws of an animal, with fingers like long, steely knives.

It was no wonder they crushed the ground beneath them. They did not know how to create; they were meant to destroy.

* * *

"They think you can't keep this up. I know better. It'll take a very long time for you to lose your sense of individuality."

"Is that your goal? To break me down?"

"Lila- Subject Zero, our goal is to study the Grimm; to understand them. That's why your assistance is so crucial."

"My assistance? Is that what you think this is?"

"I think you are the only one who can give me reliable data. Nothing more."

"Not nothing. You already overplayed your hand, Schnee."

* * *

She had sensed weakness, when her torturer spoke the name. It was something to hold to, in the midst of so much misery. It was a thought all her own amidst a thousand other discordant voices. It was something all her own, and not something forced on her by them. That single thought was all she had, all she owned in the world. It was invaluable.

"Subject Zero, can you hear me?"

Even with her face pressed to the broken tiles, she could be sarcastic. "You know my name. You should use it."

"Subject is cognizant. Initiate the procedure. Introduce the second strain."

She could not even raise her head to look up from the floor, her body was so heavy already. She could not see her torturer's face, but was content to have flustered her with defiance.

Until, that is, she felt a new soulless shell added to her being. It was more weight than before, and more pressingly, more pain. _New_ pain.

Before she'd felt it as a pulse akin to a heartbeat. Now she felt extreme discomfort in her chest and abdomen, like her body was being compressed, forced to contour against the shattered floor. She tried to roll over onto her back but could not lift herself, so great was the pull of gravity. Even a slight roll to try and move herself had left another deep indentation in the ground.

Another soulless shell was pressed into her, and then another. The pain only grew worse, and all the whispering in her ears only reminded her of it. Where moments earlier she had found something to cling to, now she was helpless again.

She had to focus on that, to retain her sense of self. She would not yield to this. She would not forget that her captor had slipped up and reminded her that she was still human, no matter how much darkness they poured in.

She kept trying to right herself, but it was increasingly difficult to do so. In addition to the immense weight she now seemed to carry, she was having difficulty locating her arms in the dark. Particularly because for some reason in her distorted vision they looked very much like wings.

* * *

"We do what we do for the good of Mantle."

"Is that how you justify it to yourself? Does it help you sleep at night?"

"It's not me I'm trying to reassure; it's you. It's to remind you that you are suffering for a good reason."

"There's a _good_ reason to make people suffer?"

"We've already learned so much from you. We're nearly to the point we need to be."

"And what point is that?"

"The point where you are just like them. _To them._ "

* * *

Constantly flailing about in pain had one advantage: all her thrashing was gradually improving her strength. So much so she eventually managed to roll onto her back. Unfortunately the cramping in her chest and stomach didn't abate. Now she just felt uncomfortably contoured to empty air.

"Subject Zero, can you hear me?"

She tried to respond with an aggressive hand gesture, but when unable to lift her arm sort of gave up on the whole thing and just scoffed.

"Subject is cognizant. Send it in."

She heard a shuffling. She heard some shouts in the distance. She couldn't see anything in the dark, but she eventually heard something more familiar past the constant whispering: a low growl, a quiet but palpable hatred rushing through a maw filled with fangs.

As she lay on the ground she saw it pushed in, visible as but an outline and two points of blood red in the dark. A Beowolf, a living Grimm species, completely unrestrained and hating all the light of aura surrounding it, was alone with her in that tiny room. And she could not stand up to fight or to flee. All she could do was lie still as a creature born from a nightmare stood directly before her.

She could do nothing but watch as a creature of Grimm drew closer, leaning to her, examining her… no doubt looking for the place where it would strike to quickly and efficiently kill her, and extinguish the source of aura before it.

It did nothing. Once its inspection was finished, the Beowolf paced the room.

It hadn't tried to kill her? Why?

"Excellent work, Subject Zero. We'll move on to the next phase now."

* * *

"We're ahead of schedule. We want to run a few additional tests and see if your case is an outlier or not."

"Why are you bothering to tell me? What insight could I offer you?"

"In the end, these conversations will be all you'll have L- Subject Zero. My voice will be the only one you'll know."

"And then what? What is the point of this?"

"For you? To live a long life. But not a very happy one."

"Please just… stop being so coy."

Again her torturer showed some weakness. "You will hate me for the rest of your life, but it must be so. Without that single, unifying emotion, you will not draw them to you. You will not feed their endless hunger."

"The Grimm. You're giving me over to the Grimm."

"Once we are certain that the process can be replicated. Once we're certain that it can be effective enough to justify its expense."

"And what's to stop me from dying? From not giving you what you want?"

"The same emotion that sustains you is the same emotion that will trap you. The only voice you hear will be the only thing you want."

* * *

She was learning to lift herself. It exhausted her quickly and she had to sit and rest after even slight exertion, but she was able to walk, and to carry the weight. The whispers still kept her awake, and the sleep deprivation was wearing her down, but she was getting stronger and more mobile. Eventually she'd be able to use that weight to break straight through the floor and force her way out.

But could she reverse it? Could she be human again?

What had Schnee done to her? Was there anything else she would experience but this constant darkness and pain?

She listened for the cue from her captor. She waited for another new beast to be forced within her, and a new storm of contradictory senses to overtake her, and for her body to be too heavy to support.

And nothing. Nothing save whispers. And pain.

And hunger. Hunger for light that would not come. Light that could ease the pain, lessen her suffering, if only for the briefest moment.

Why had she been left there? Had they moved on to another subject? Forgotten her?

Or were they done?

And if so, what then?

Never human again. Never whole again. Never alone again.

She was like them. She was a Grimm. She was damned to their fate now.

 _Black the beast, descends from shadow..._

No, there had to be some way out. She had to find it. She had to get out of that room. She had to be outside where she could find something that could reverse this. Something that could change her back.

She found the door the Beowolf was brought through. She pressed against it, testing its strength… and crashed right through it, the door easily swinging aside, left unlocked and unguarded.

Because outside that tiled room there was nothing. Just more empty darkness.

She searched for some light, some sign of life. Save for stars and broken fragments of moonlight, all she beheld was darkness. Her captors were gone. Any signs of her home were gone. Her life –as she had known it- was gone.

Schnee had shown some hesitation. Did it hurt to betray her friend and colleague? Had she been forced into it? Was it all as necessary as Schnee seemed to believe?

All that did was amplify Lila's anger. It didn't matter if Schnee felt guilty- she had gone through with her cruel experiment anyway. What Lila had expected would be her method of resisting torture was now its eternal reminder.

And the only words she could comprehend, that were not whispers racing past her ears. And the only language other than pain and hunger. The only memories of her torment that held face and form were the words of Erzengel Schnee: her friend, her colleague, her betrayer.

In the darkness she saw them again, red eyes to illuminate the omnipresent black. A Beowolf, not the same as the one she'd seen before, emerged from the night to greet her.

Not the same as before… how had she known that? How could she tell?

Because the whisper was not the same. Because it did not snarl. It did not hate.

As the Beowolf drew nearer she understood it better. It did not speak in words, but she understood its intent through each whisper. Her anger had called it to her side. It fed on that emotion, for in feeling her anguish, its own pain had lessened.

And it was in so much pain. Pain without end. Pain it could not comprehend. Pain it had always known, for when not in battle against the humans the Beowolf knew nothing else.

And in hearing its whispers, Lila could think of something beyond her own pain. It was a temporary, fleeting feeling, but for a brief moment, her pain was shared, and it had lessened. And in dwelling on her anger, on her negative emotion, she had lessened this Grimm's pain as well.

It would take her time to recognize the significance of it, but she had her beginning. Her new life as a Grimm.

* * *

 _Mountain Glenn, Months Ago_

She had discerned it in the whispers: voices speaking in harmony. They were not discordant like the rest of the Grimm horde; they had a purpose, and a controlling influence. They had found something new to feed upon, something that lessened their pain without the need to consume the Aura they lacked. Something else could fill the void just as well.

Something… green.

She dug deep into the collapsed mountain until she found something unnatural amidst dirt and rock: a tunnel, built of metal and wires, leading underground.

The structure was broken, victim to some sort of explosion. Much of it was buried in rock, but the source of her attention was intact. The Grimm still craved it, still sought it.

And so did she.

She found him in a barely functioning room, perhaps the only one with electricity and working tools. An old, haggard man in a labcoat with a red eye and a silver hand.

"Well," he greeted, impressed. "Aren't you an interesting specimen?"

She had expected fear or aggression. He seemed… impressed. "And you are?"

"Oh, forgive me my manners… it's been a rough week," he apologized. "My name is Doctor Merlot. And may I ask what name you have for yourself?"

It was something she was out of practice at. There was no need for formality among the Grimm. Yet here… here in this moment there were pleasantries. Perhaps that was why she was so honest. "My name is Lila Regen."

"And how curious," Merlot noted. "A Grimm with a name."

"Are you not afraid of me?" Lila asked, genuinely surprised.

"I am _entranced_ by you," Merlot answered. "I cannot believe my good fortune. I must know how you came to be. I must know if there are more like you!"

He hadn't hidden his intent at all. She had something to barter with. "The Grimm here are after something."

"Yes, I suspect you are as well," he turned to his instruments and flailed about for a moment, before revealing a green serum in a syringe. "My greatest achievement… one the world should be so fortunate to see."

"And yet you work on it underground in a ruin," Regen pointed out.

"I had some unfortunate encounters with the… huntresses from Beacon," Merlot explained. "They didn't seem to realize the value my discovery could offer."

"And your… discovery. What does it do?"

He held it out to her with a smile. "It changes the world."

* * *

 _Ruins of Beacon, Today_

Lila Regen sat in what had once been the headmaster's office, on a seat built of rubble. The Grimm horde below her continued to meander, and Merlot readjusted his equipment to prepare for the next phase of their plan.

It was the greatest feeling of all, to be alone with her own thoughts. To reflect on her past and see herself, and her choices, and her words and deeds laid bare without the whispers of a thousand voices or the distortions of her body's pain.

The anger was still there. It was so great the Grimm were drawn to it, just to be in proximity of her… and soon, only for her. Once they were done, they would come even closer.

For there would be only one voice. One memory. One emotion.

One dark spot in a world of light.

 _Black the beast descends from shadow..._

Erzengel Schnee had been right about one thing: the thing that sustained her unnatural long life had also trapped her in pain and misery. But it was also the key to granting Regen her ultimate revenge.

Schnee had done the same to others like her, and abandoned them to draw Grimm away from Mantle, to use their negative emotions to placate the monsters and keep them away from her precious kingdom. Soon, that point would be moot, and Schnee's legacy would be one of failure as her own test subject surpassed her in the scope of her ambition.

For when their work was done, all Regen would need do… was whisper.


	6. A World of New Solutions

**Chapter Six: A World of New Solutions**

 _Junior's Club, Edge of Vale Safe Zone_

After regrouping from the fallout of the devastating storm front, Ruby, Jaune, Nora, and Ren moved into a crumbling structure, only to find teams of well-dressed men battening hatches and reinforcing walls and patching holes. Though safe from the strong gales, they were now surrounded by a bunch of irritated gangsters who were less than inclined to put up with intruders.

Junior, who'd been coordinating repair efforts from his still-shattered dance floor, immediately took notice of their arrival, and muttered ruefully to himself: "…news goes this week…"

"Ha, it's funny because he's in two things!" Nora noted to no one in particular.

Junior did eventually walk up to meet them. "Can I help you?"

"Yeah, can you tell us just what the heck happened to this town?" Ruby inquired, direct as ever.

"What do you think happened, kid?" Junior snorted. "The Grimm came knocking and set up shop."

"The Grimm aren't causing the atmospheric disturbances," Ren interjected. "Grimm _do_ have an effect on weather patterns, but it's never been documented to be this extensive."

Junior actually stopped to think rather than regain control of the conversation. He'd suspected that mad scientist he'd stolen the Dust for hadn't been entirely honest, even when ranting about bringing Grimm to the continent…

"You coming to a point?" Junior finally asked.

"We think you might-" Ren began, but was very abruptly cut off.

"We _know_ you get up to shady stuff in this place!" Nora jumped in. "So we're willing to bet you know which way the wind's blowin', who's moving the stuff, who squealed to the coppers, and where you hid the bodies!"

Junior must've been cursed to have assertive women enter his bar and demand things of him. "Kid, I'm not sure what you think you know-"

"Look," came Jaune, gently moving past Nora, "We hear you're a… uh, you know, a criminal. We think there might be some foul play connected to these Grimm, and just wanted to know if you had any info."

This one lacked subtlety, but at least he wasn't a complete idiot. "And where exactly did you hear this?" Junior asked, hoping if he was stuck playing twenty questions he could at least gain something from the process.

Jaune jerked his thumb at Ruby. "Her sister. Tall, blonde… bit of a temper."

"Blonde? Her sister?" Junior repeated, glancing at the diminutive redhead in the hood behind the boy, before recalling particularly unpleasant memories involving property damage and grievous physical harm. He was suddenly a lot more willing to cooperate with their line of questioning. "Well, speaking… _purely hypothetically_ , I might've heard something about a group of guys being hired to steal some Dust by some weird scientist guy wanting to go into Beacon."

"Weird scientist guy?" Ruby repeated. "That doesn't sound like anybody we're looking for…"

"Anything more you can give us to go on?" Jaune inquired.

"He was done up like some kind of cyborg," Junior explained. "Big metal arm and missing one eye."

"Waitaminute-" Ruby thought. "Merlot?!"

That was the name the small woman controlling the Grimm had given Junior. But there was no need to be quite so detailed. "I think I heard about someone with that name. New player in town; didn't know the first thing about discretion… something I can relate with."

"What did he want the Dust for?" Ruby pressed, suddenly every bit as assertive as Nora.

"Look, I only heard about this going down after the fact…" Junior lied. "I think he was working with someone else, and I heard he took out the Atlas checkpoint down the street… and the word is he took them out with a whole army of Grimm doing his dirty work."

"We have to move," Ruby said to Jaune, and he nodded.

"Thanks for your help," Jaune said politely, before he and his comrades made their way back out of one of the unpatched holes and back onto the windy street.

"Uh, boss, shouldn't you have told them about the freak girl who could control all the Grimm?" one of his subordinates meekly asked while repairing a barstool.

"Don't see why," Junior answered. "Either they overcome their surprise and send the freaks and their Grimm away or they get killed and never bother me again. Seems like a win-win."

Ruby was difficult to keep up with even by agile hunters like Ren and Nora, but when she was motivated she easily outpaced everyone. Jaune was well behind all three as she raced for the Atlas checkpoint. "You gonna' tell us what the deal is with this Merlot guy?!" Jaune shouted to be heard over the raging wind.

"Yes, it might be pertinent information," Ren agreed.

Ruby slowed down enough the others could keep up with her –assuming they were running at their top speed anyway- and filled them in. "After we took out the Grimm who breached out from the train tunnel, me, Weiss, Blake, and Yang went to clear up the remaining Grimm in Mountain Glenn. Turned out this creepy scientist Merlot was experimenting on them; injecting them with some kind of serum that made them all green and… explode-y."

"Sounds like more of a hindrance than a help," Nora observed.

"It got worse," Ruby assured her. "When he used that serum on them, he was able to order them around. And when he used it on a Death Stalker, it took everything Team RWBY had to bring it down."

"And you think he's doing the same thing here?" Jaune yelled again as he struggled to keep pace.

"My Dad mentioned that more and more Grimm were coming into Beacon," Ruby told him. "It gives him plenty of test subjects for whatever it is he's up to this time… but I thought he went down when he self-destructed his lair."

"Oh, like bad guys ever stay dead after they self-destruct things," Nora lampshaded.

Ruby came to a screeching halt, and Ren and Nora were only too happy to slow down behind her. Jaune missed his cue and went tumbling past them and crashing into a street sign, but he was durable enough to take the hit. Once recovered from the needless comedy slapstick, Jaune rejoined his friends and the foursome stopped to glance at the Atlas soldiers manning the checkpoint.

A lot of Atlas soldiers were bringing in the wreckage of AK-200 robots, with many of the same metal knights lying haphazardly in the street, damaged or broken. A few men looked towards the forest and the ruins of Beacon in the distance, but none were looking behind them, so it was easy for them to scout the position, but if they wanted to get past the checkpoint, they'd end up in clear view of someone.

"Any ideas on how we get through?" Ruby asked.

"Logically, a distraction of some sort to draw their attention to their rear flank, we can break their line of sight and cross over the border without incident," Ren suggested.

"Good. Any ideas what these guys'll react to?" Jaune asked.

The three turned their attention to Nora, who'd already left the planning session to start distracting, after ascending an unoccupied building and hoisting her hammer skyward. Through a combination of the omnipresent rainclouds and Manhild's own electrical resonance, she brought a few lightning bolts careening down on her position.

Or _former_ position, as she immediately rejoined the others and hoisted Ren and Jaune out of the Safe Zone, leaving Ruby to make use of her speed to catch up while Atlesian soldiers watched the light show going on behind their checkpoint.

"Done and done," Nora noted, clapping her hands. "Where to next?"

Ruby turned her attention to Ren, who reiterated the science. "The tower is situated at the eye of this storm," he pointed out. "It is very likely Merlot or any other conspirator would set up shop there to better access the atmospheric currents and distort them."

Jaune met Ruby's eye. They'd already suspected the tower, but not from the perspective of scientific practicality. "Well, it's as good a lead as any," Jaune agreed. "We'll move in."

"That means moving further west, and into the paths of greater and greater numbers of Grimm," Ren pointed out. "The base of the tower will likely be infested with a large percentage of the horde, based on proximity to the wyvern."

"There's a lot of Grimm no matter which direction we approach from," Ruby replied. "We'll have to get ready for that."

"We should move closer, find a good vantage point," Jaune suggested. "Maybe we'll get lucky and get the run of the place before the Grimm noticed us."

Jaune's optimistic suggestion was met almost immediately by a crack of thunder followed by a sudden downpour, literally answering his hopes with darkness and toil. Nora seemed pleased with the result. Ruby pulled her hood up and Ren waited stoically in the downpour. It didn't take long for the area to be swarmed in mist and the ground to become increasingly sodden.

"Or maybe we could hunker down for a bit and wait for a bit more visibility," Jaune muttered ruefully.

"If the rain keeps up we could be stuck for hours," Ruby pointed out. "Gives the baddies plenty of time to get their work done."

Jaune gave her concerns a hearing, but shook his head. "We need to conserve our energy to deal with the Grimm. We'll rest for a little bit and see if the rain lets up. When we do run into the Grimm, at least we'll only be fighting them."

Ruby nodded. Jaune still asserted authority every now and then… and there was no need to argue the point when he had a good idea. She gestured for him to lead the way, as Jaune led them into the woods in search of a place to set up shop.

* * *

The Grimm on the periphery, meandering near the border or driven to investigate the destruction of the Atlesian knights, took note of something disrupting the calm. For them, the rain and wind were not impediments; they were calming. It was not thunder or lightning that drew their attention, but a ripple in what they perceived as a peaceful setting.

Their benefactor had kept them pacified with promises of a great reward; of the thing they wanted most. They'd largely been able to ignore the temptation of pursuing the humans amassing nearby, if only because the risks outweighed the rewards.

Yet now a point of light disrupted their calm black. Aura –more aura than one human should contain- had wandered in, and its light drew them. Their reflection in it reminded them of their pain and their loss. And more pressingly, they hungered for it: for the light they lacked within themselves.

They'd been pacified by the new alpha's promises, of the sweet whispers she spoke in their ears. Yet they could not ignore a fresh meal just walking right up to them. It wasn't merely temptation. It was an overwhelming distraction that quickly contorted into an obsessive need to feast on the light and snuff it out.

The young ones would be reckless in their pursuit. The elders… they'd move in slowly. That much aura would not be defeated by newly forged fangs. But perhaps it would be softened…

* * *

The hollow under the tree root couldn't completely accommodate the four of them, so Jaune sat with his back poking out, being slowly annoyed by the omnipresent rainfall slowly dribbling down his collar and making persistent dripping sounds on his armor plates.

"How about 'Team RAIN'?" Nora suggested. "You know, you kinda slur the extra 'R' and knock a little squiggle off the 'J'…"

"I think it'd wear thin," Ren replied. "If this excursion is anything to go by."

"No, but think about it," Nora continued. "Rubes does her running thing and then you and Jaune use some Dust to wet the field, then I get out Magnhild…"

Ruby turned her attention back to Jaune. In close quarters they couldn't be discreet about their conversation, so if they intended to go further it was time to bring their teammates into the fold. She attempted to subtly signal him, her hand movements eventually getting wider and more blatant.

Jaune attempted to read Ruby's body language, but didn't quite infer her meanings. "Uh… yeah?"

Ruby rolled her eyes. "Guys, we need to chat about something… something Jaune needs to tell you."

Nora ceased her discussion of new techniques and focused on Jaune. Jaune himself was briefly caught off guard by Ruby but composed himself, took a deep breath, and set to tell them. "Guys… I asked for us to make this detour because I thought the storm might've been connected somehow… to…"

"…to Pyrrha," he finally managed. He let the news sink in.

"I'm not saying what you think I'm saying," Jaune continued. "We all heard from Ruby what happened. But this storm… this magnetic thing, whatever it is… I think maybe Merlot or somebody else is trying to use her powers somehow… or maybe some part of her…" He couldn't complete his thought. It was all a jumble; something he wasn't sure how to express. He didn't know exactly what he believed was going on. He didn't know for certain he had anything more to go on than his hope.

Ren was the first to speak. "The magnetic disturbances corroborate your theory. Though it's possible our enemies today just have equipment that affect polarity, just as she did."

"I know… I think that's more likely, but… well, I have to know," Jaune told them. "'Cause right now, I _don't_ know. I'm not thinking about it rationally. I just… I have to know for sure. I didn't mention this when we left because I didn't know how to express it. I don't even know how to express it now."

"Yeah, I've felt like that before," Nora nodded. "But look on the bright side. If you're wrong, we still found some baddies up to no good. So at least it wasn't a wasted trip."

Ren nodded. "If it is tied to our teammate, we will put a stop to whatever these evildoers are up to and ensure her legacy is protected from their dishonor."

"Yeah, definitely!" Nora agreed. "I'll just be extra motivated to kick their butts if that's what they're up to."

Ruby smiled, leaving them to their devices. It was reassuring to see Ren and Nora taken in so quickly, succumbing to Jaune's earnest nature, just as everyone did. It was reassuring to see some things in life could remain consistent.

The sound of crumbling ground drew their attention. In the dark rainfall, the four made out some red eyes emerging from the tree line.

"Looks like the Grimm noticed we were here," Ruby dryly observed.

Jaune reached to his back and drew his sword, taking point. "I think I can handle these ones guys."

His optimism was immediately dashed yet again when a much louder footstep drew their attention, as a much larger set of red eyes snapped open, _above_ the tree line, attached to a massive face with large ears and a distended snout; a Goliath at the rear of the back.

"Uh, scratch that," Jaune muttered quietly.

Ruby shot up and extended Crescent Rose, looking up at their massive foe. "You ever see one of these things before?"

"Uh, maybe in Port's class," Jaune answered. "Why? Know anything about them?'

"Yeah," Ruby nodded. "It's a good thing we stopped to rest."

The younger Grimm at the Goliath's feet moved in, and the four humans rushing headlong into the storm for the sake of their friend's memory took up arms to beat back the darkness.


	7. Age of Heroes

**Chapter Seven: Age of Heroes**

 _Atlas Flagship, Vale Safe Zone_

The Council watched as Ironwood replayed the footage of their expeditionary force's disastrous foray into Beacon, most of the cams attached to the AK-200s being abruptly cut off by lightning bolts. He waited for the Council to speak, figuring they wouldn't be inclined to hear how he'd been right all along. That would not endear his next plans of approach to the Council, and hopefully going along with their whims would give him just enough clout to talk them out of any new shortsighted disasters.

The Council murmured amongst themselves for several moments. Ironwood waited at attention, the recurring pain in his arm and shoulder exacerbated by his frustration with recent political antics. He hoped they'd listen to his reason and respect his military experience.

It was fortunate he was used to disappointment. "The Council has decided on its course of action, James," one of the Atlas councilors told him. "The ships en-route to reinforce you are loading up all their stockpiles of Dust to further exacerbate the storm over the Grimm. We won't send any more troops in; we'll let the Merlot and his pets be destroyed by their own experiments."

Ironwood was aghast. "Sir, the storm is already damaging several districts in the Safe Zone. If we worsen it, it could expand and spread further inward."

"We are, of course, reluctant," one of the exiled Vale councilors interjected. "The Council is not completely agreed on this course of action, but the opportunity to eliminate so many Grimm is not an opportunity we can afford to waste. We can rebuild Vale and Beacon. Even with the combined military forces of Vale and Atlas, we may not be able to repel so many Grimm."

"I… understand the logic of it," Ironwood conceded. "But there's no way to know if the damage we do will kill the Grimm. We don't even know for certain what Merlot's planning, or how he's been so effective at coordinating them."

"The Grimm can be repelled by intense weather," one of the Atlas councilors pointed out. "You know that better than most, James. Yes, the storm will be damaging. But we can evacuate. We can rebuild. We can fix the damage we do."

"Sir, I understand the Council's intent, but I think we should consider other options," Ironwood tried to put whatever influence he'd gained to use. "If we reinforce the Safe Zone border with the knights and move the additional ships to buffer the storm front, we can contain this force of Grimm. Anything less than their full forces can be repelled by aerial bombardment and we can hold the border on the ground. If the storm can kill the Grimm on its own, better we let them stay under it and shoot any dumb enough to poke their heads out."

The Council murmured amongst themselves. It seemed they were considering Ironwood's recommendation… giving his input a due hearing…

…or just humoring him. "No," the same Atlas councilor answered. "We will consider repositioning the fleet for defensive purposes after we complete the offensive. Re-deploy the AKs outside of the storm radius and tell your men to coordinate evacuations of the affected districts. We'll leave the logistics of housing the remaining civilians to you, General. We expect you to be in position by 0000."

The Council ended their communications, leaving Ironwood at a loss for words. The Council seemed more counterproductive than usual; he'd hoped they'd see reason after their ill-fated military expedition, but apparently that had just spurred them to do something even more foolish.

Ironwood had his orders, bitter taste though they left in his mouth. It was fortunate he was there to coordinate the efforts; whatever his disapproval of the Council's tactics, he could minimize losses and focus on efficiently completing the task.

Then, of course, he'd have to hope it'd work and the largest force of Grimm the continent had ever seen didn't then decide to retaliate…

* * *

 _Ruins of Beacon_

The Beowolves were little more than minor annoyances at this point for all four hunters. Even in a swarm, they were cannon fodder. Nora broke three or more at a time with each swing of her hammer. Ren and Ruby could avoid them so deftly they made vicious pack hunters look like they stood still. Jaune's strength allowed him to tank every hit with his heavy shield and then cut them aside with ease.

The Goliath, however, was a very different matter. It was patient, waiting for them to use up energy fending off the new forged beasts. Once it finally stepped past the tree line to reach them, the four were barely taller than the massive creature's ankle.

"Spread out!" Jaune instructed of Ren and Nora. "Keep moving and watch yourselves!"

This suited the Goliath's intentions fine. The large source of aura it was after had kindly sent the other annoying humans out of the way so it could focus on its prey. Ruby, however, opted to interfere with that plan of attack, transforming Crescent Rose into its sniper rifle form and unloading the armor piercing rounds straight up at the Goliath's face, trying to find a weak spot to focus on. Ren, though still dashing around the beast's tree trunk-sized legs, did the same with Storm Flower, peppering around the Goliath's eyes with rapid fire.

Annoyed but undeterred, the Goliath focused its line of sight on the pure aura in front of it. Jaune continued to draw back, his close range weaponry leaving him very limited in his options, mostly just yelling instructions to the others and slowly retreating. He'd run out of room eventually, and even if he fought back he'd never cut through the Goliath's skin.

Nora re-entered the fray with Magnhild, peppering the Goliath with grenade after grenade. Each explosion had no visible effect on the massive Grimm, its stride never breaking. She transformed Magnhild back into a hammer and started striking repeatedly at the Goliath's toe, trying to bring it down from underfoot.

As Jaune drew back he slipped on the slick grass, the Goliath out of view and the stormy sky above filling his vision instead. Lightning bolts streaked across the sky high above them, and the rain wasn't letting up… the Grimm had to be covered in it.

"Nora!" Jaune called as he dragged himself up. "Feel like a trip?"

Nora glanced back his way as Jaune sheathed his sword within Crocea Mors and put both arms under his shield, raising it over his head. Nora smirked and replied: "Got it."

Nora raced over to Jaune's position while Ruby and Ren tried once more to draw the Goliath's attention, aiming for its eyes. Eventually Ruby irritated the Goliath enough it swung its trunk in her direction, and she ran, narrowly avoiding the distended snout shattering the ground where she stood, uprooting a few trees and ripping a deep hole in the dirt.

Jaune crouched down and waited for Nora's leap. Once he heard her land on the surface of his shield he jumped as high as he could and Nora used the propulsion from his throw to aid in a second boost from the recoil of her own explosive attack, flinging herself skyward.

Once Nora was up, Jaune re-drew his sword and rushed towards the Goliath, slashing at its massive toe. The massive Grimm looked down at him and lifted its leg…

…as high above Nora hoisted her hammer up, drawing the attention of the electrical currents above her, drawing them in as she descended. Ren and Ruby moved to either side of Jaune and pulled him out of harm's way so Nora could land unimpeded.

She brought the hammer down on the Goliath's head. It barely moved, looking more irked than hurt… until the lightning followed after, striking both Nora and her Grimm prey. Nora absorbed the hit with relative ease, letting the electricity charge her muscles, while the Goliath was struck by a painful, persistent burn from the electric discharge converting the hydrogen in the water coating its body.

"Nora!" Jaune shouted to be heard from so far below. "Hit him again!"

"Music to my ears!" Nora agreed, standing on her mallet and launching herself up again, falling in a second arc with another lightning bolt at her back. She struck the Goliath with greater force, actually buckling its skull before frying it with a second electrical discharge.

The Goliath had not anticipated anywhere near so much resistance, but it was old enough to measure the girl's tactics. When she attempted to launch herself again, the massive Grim reached up with its trunk, catching Nora before she could launch herself and flinging her to the ground, driving her two feet into the muddy ground.

Ren dashed backwards to help his partner while the Goliath turned its attention again to Jaune, resuming its march.

"Well, I'm out of ideas," Jaune muttered. "Anything?"

Ruby wasn't sure how to proceed either. Even Oobleck had been hesitant to battle these massive Grimm, and unless Nora could repeat her attack somehow, they could do little more than scratch it. And they were running out of space to flee to.

"Launch me up there," Ruby suggested. "I'll have a word with it."

"Uh, you sure?" Jaune asked, confused.

"Yeah." Ruby answered, putting up a brave front. "It's gonna' be fun."

Ruby dashed backwards, finding a good starting point. Jaune sheathed his sword once more and dropped to kneel, his back to the approaching Goliath. Ruby found her starting position and hunkered a little below standing height, found her line to Jaune, and raced forward.

Jaune watched her, holding for his cue, knowing how easy it'd be to miss the timing. Fortunately, the thought of a massive Grimm behind him helped focus his attention, and when he saw Ruby's foot about to land on Crocea Mors, he jumped, launching Ruby skyward, straight to the beast's face.

Ruby drew Crescent Rose, transforming it once more into a scythe. Still utilizing her speed in ascent, she cut into the beast's nose, and using gravity to increase the speed of her descent, spun in wide arc, cutting long its chest and down its legs as she fell.

Jaune turned and saw the Goliath start to raise its leg in step, only to stop in mid-motion as Ruby slashed it. Jaune slid his shield onto his back and bull rushed the giant Grimm's toe, pushing its foot back into the muddy ground to take more of Ruby's hits.

Ruby fired Crescent Rose to slow her descent, then spun rapidly around, continuing to punish the Goliath's right leg. Combined with Jaune pushing the Grimm's foot off-balance, the Goliath stumbled, sliding on the slick ground and falling forward.

Jaune drew Crocea Mors once more, and planted his feet to absorb the impact when Ruby landed on his shield. She was quick to draw back and retreat, while Jaune took a moment to recover before following suit, running from the massive falling frame of the giant Grimm when it hit the ground, the strength of its impact uprooting more trees and leaving deep cracks in the ground.

Though briefly pleased to have gained an advantage over their foe, Ruby and Jaune quickly retreated further when the Goliath attempted to pull itself up, whatever minor wound they'd inflicted turning the ancient Grimm from a calculating, methodical approach to blind fury in pursuit of that shining aura.

Ruby jumped in front of Jaune, leveling Crescent Rose at the Goliath's face, waiting for it to draw nearer…

…the Goliath stopped in its tracks, taking note of the silver in her eyes.

The wyvern, a Grimm even older than itself, had been paralyzed by a silver-eyed warrior; perhaps even the same silver-eyed huntress now standing before it. This small human girl left a Grimm a hundred times her size frozen in its path.

The aura of the man beside her was an enormous bounty. But it wasn't worth going through a silver-eyed warrior to obtain.

The Goliath drew back, snorted, and gradually turned, hobbling back towards the horde. Jaune looked on, perplexed.

"What the heck was that about?" Jaune wondered.

"Uh, something about my eyes scares the Grimm," Ruby answered, still watching the Goliath's retreating back.

"Huh. No kidding?" Jaune thought aloud. "That should come in handy."

"You'd be surprised how often they don't notice," Ruby deadpanned back.

Jaune nodded, then snapped back to reality. "Nora!" he called, rushing over to his teammate, already being helped up by Ren.

"She's alright," Ren assured, while Nora muttered something about pancakes. "She took a bad hit, but the energy she absorbed from the lightning bolts dampened the impact considerably."

Ruby joined them, placing a comforting hand on Nora's shoulder. A few second passed and eventually Nora rejoined them. "So… did we win?"

"Sort of?" Jaune honestly replied.

"Well, that's a promising start at least," Ren agreed. "Though I doubt we have the resources to face too many enemies of that scale."

"Well, that's the problem," Ruby muttered. "There are a lot more for us to go through."

"Well, we'll just have to get better about when and where we hammer them," Nora replied, already steeling herself for the next encounter.

It was uplifting to see her so confident, but Ruby knew better. The Goliaths were older Grimm, and they'd lived long enough to understand when it was wiser to flee rather than fight. Most of the Grimm they'd seen had been smaller, younger species, who knew no other instinct than to attack every soul that wandered into their midst.

And eventually, four hunters would tire from fighting them all. The darkness, on the other hand, didn't seem to have an ending in sight.

* * *

The errant Goliath was not the only Grimm that had detected the massive source of aura. Others on the periphery had sensed a point of light amidst the dark. Others wandering outside the horde had sensed the clash of battle, and the destruction of their new forged kin. They began to consider their options, as to whether waiting on their new benefactor to deliver outweighed a fresh, massive feast of aura.

At the top of the tower, Lila Regen had been enjoying the peace and quiet, watching the sun disappear behind the clouds, night falling over the ruins of Beacon. Merlot was still realigning his instruments, each of his four pieces of polarized metal moving to new positions to anchor around the frozen Grimm wyvern. She'd won, and all she had to do now was wait for her ally to finish his work.

Then she heard whispers.

"No," Lila realized, quickly trying to suppress any emotion. "No, no it's too soon!"

There was more chatter. More questions. More hunger.

Lila clutched either side of her head, trying to find the errant voices disrupting her calm. She needed the silence now that she'd experienced it again. She needed them to stop before their distortions affected the rest of the horde.

"What is it?" Merlot asked, briefly suspending his work.

There was only one thing Grimm hungered for. And in those whispers, Regen heard it: aura. More aura than many Grimm had ever seen in one place had walked right towards them. Beyond the tower and what remained of the academy grounds, in the woods and the back roads leading to Vale, aura disturbed the fragile dark.

"The Grimm are sensing it," Regen told him, still clutching her head. "I need to distract them. I need more serum-!"

"I haven't had time to process it," Merlot warned her. "If I turn my attention away from realignment we'll fall further behind schedule."

He was right, of course. She couldn't wait much longer, and if more of the horde fell out of sync, even with Merlot's little green miracle she wouldn't be able to contain them all. Not with so many voices whispering in her ear.

Instead she'd need to convince them that the meal wasn't theirs'. That it belonged to their _alpha_.

Regen summoned a Griffon to her, the winged Grimm flying over to land on the tower. "Very well," she spoke, ridding her voice of emotion again. "I will find this disturbance and eliminate it personally."

"I need you for the third phase," Merlot pointed out. "All of this is for nothing if you're out of position when my work is done."

"You needn't worry, Doctor," Regen assured him. "I won't be long."

Regen stepped onto the kneeling Grimm's back. Though it buckled under her weight, it carried her, slowly falling down over the ruined academy with its master standing on its back, its pain gone, carried in Regen instead.

She would snuff out this light before it drew more Grimm away… and then the rest would be left to Merlot and the summoning.


	8. Crumble and Fall

**Chapter Eight: Crumble and Fall**

 _Ruins of Beacon, the Tower_

Merlot's Scroll beeped at him, indicating the realignment of one piece of polarized metal had completed. He returned his attention to his instruments to work on the next, to reposition it so it too could be an anchor for the portal. The gravity would be immense, and if any of the metals were out of place the portal would collapse, though not before it likely destroyed everything directly below it, such as himself.

Still, that risk did not deter him. He'd waited his entire scientific career to see this, and he would not be denied. Not now that he knew his wildest dreams were possible. Not now that he knew where the Grimm had come from, and how to bring more into his midst, and witness their transformation firsthand.

Merlot had once fancied himself one of the world's leading authorities on the Grimm. That was probably still true; very few had much firsthand experience or could contribute anything but combat strategies, and until recently _no one_ exceeded his knowledge of their physiology. That all changed the day a Grimm with a name walked in and told him her plan.

For all his scientific knowledge, study of the Grimm was rooted in as much myth and legend as it was study and observation. Ancient cultures that encountered them knew just as much as the average layman in a kingdom knew today. Their fear prevented them from approaching the subject matter. They could learn more, possibly even understand the Grimm… _but they didn't want to_. They were afraid to know the truth, as though it might do them harm.

Regen's information on the Grimm was rooted in decades-old, pre-war science, but it had been more extensive than any other source Merlot ever had. Where before he'd been baffled by so much biodiversity and hollow, bloodless bodies and development of intelligence, even personality in older specimens… now he knew the truth. Now he was ready, and would comply with Regen's wish. He hadn't shared it in the beginning. Now he was eager to carry it out.

He'd once aspired to use his serum to help the Grimm achieve even greater potential. Now, he would give them a much greater gift. He would give them what they desired.

He would help them die.

* * *

 _Vale Safe Zone, District 17_

While his subordinates continued fixing holes in the walls (and then having to attend to new sections when wind and rain inevitably derailed their work), Junior himself tended to Miltia and Malachite, who were finally strong enough to get out of bed and eat something. The woman allied with Merlot had barely touched them, but the strength of her attacks had left them unconscious. It was the most vicious beating they'd received since Yang Xiao Long paid them her first visit.

Now that the twins were ambulatory again, Junior's mind was at ease. At least he had some other competent people to rely on again, before the rest of his crew somehow managed to destroy the parts of his club that _hadn't_ been buffeted by the storm. His friends were coming around, so he was no longer alone with incompetent hooligans.

At least until a bunch more of them came beating on his door. "Boss," one of his grunts called, "It's the Atlas soldiers again."

Junior audibly sighed and headed up to his still-broken front door and politely stated: "Please get the hell off my property."

"Sir, the Council has ordered an evacuation of this district," one of the Atlesian soldiers explained. "You are the only… business still in operation. Atlas is about to commence a military training exercise, and we insist on your cooperation."

"Training exercises inside a safe zone?" Junior inquired. "You sure you've got your story straight, soldier?"

"Sir, I'm repeating what my superiors passed down," the soldier answered. "We cannot guarantee your safety and don't want to risk harm to you or your… associates."

Junior sneered. "I appreciate your concern, but we'll take our chances."

"Look, sir, we've got orders to complete the evacuation by 2330, and we really don't want to do this by force," the soldier warned.

Junior stepped outside, clenching his fists at his sides. "Well… you're welcome to try."

The soldier glared at him, then glanced back at the checkpoint, where the robot knights had set up. He was preparing to call in backup to deal with the squatting criminals… when the checkpoint erupted in gunfire.

In the distance, Grimm were moving along the border, coming in from the woods further east. Many ignored the shots of the knights, continuing on their merry way, but smaller species like Ursa and Beowolves responded in kind, attacking the lines. They died in droves under the omnipresent gunfire, but it didn't discourage them: they kept attacking, pushing the Atlas line back.

"Training exercise, huh?" Junior deadpanned to the soldier as his comrades struggled to hold the line.

* * *

 _Ruins of Beacon, Outskirts of the Academy_

The four hunters had good fortune with their strategy, going from slow progress through the rain to brief rests wherever they could find cover. They'd finally reached the edge of the campus grounds, and were in the midst of finishing off a few meandering Beowolves when they found a good vantage point; a rocky outcropping overlooking the path to the courtyards, a few broken pillars and scattered debris the only structures they could make out amidst a massive, _massive_ horde of Grimm, all wandering around their former home.

Jaune took the lead in leading the others below the outcropping, finding a new place to rest and take shelter from the rain. Their options for viewing were the rocks behind them and the ruins in front of them. And looking upon what had once been their home in a state of such despair was rather… disconcerting.

They hadn't fought against _many_ Grimm on their way into Beacon, but what few battles they'd been in had taken their toll. Nora was her usual confident, bubbly self, but the battle with the Goliath had considerably reduced her aura. Ren had spent so much time zipping around and distracting Grimm with gunshots he was both exhausted and running low on ammunition. Jaune had spent most battles taking the hits for his teammates, and while he had aura to spare, it was taking its toll. Ruby was better off than her friends, but only because she hadn't taken as many hits.

The presence of the Grimm was making it difficult to recuperate. The sheer number, even if the majority were far off and unaware of their presence, was staggering to contemplate. They were once again cramped in close quarters under the rock, and the rain was still heavy. They were resting, but their location and circumstances were making the wait longer, without the usual benefits of prolonged rest.

The Griffons and Nevermores circling above didn't help. Instead they turned their attention to the circle above the tower, shining moonlight down in a single spot of the campus. It was a single point of calm in an intense storm, and unlike a typical eye of a cyclone, the storm wasn't held in place by stronger currents at its center, but four large hunks of metal hovering above the tower. Whatever the bad guys had created, they were also working to maintain.

One of the Griffons was having trouble staying aloft. It seemed to be constantly falling, despite frantically flapping its wings. And more pressingly, seemed to be falling right towards them.

"Guys," Ruby pointed skyward. "Company."

"You're the sniper, Rubes," Nora suggested.

"I doubt the Grimm would notice the shot with the noise of the ambient weather," Ren agreed.

Ruby complied, stepping out from under the limited space of the rock, transforming Crescent Rose into its high-impact sniper rifle and drawing a bead on her target. The Griffon was moving erratically between storm winds and its own frantic flapping, so it was hard to hold a consistent shot…

…and harder still when she saw a bit of pale skin on the Griffon's back. Ruby refocused her attention on the figure, eventually confirming the presence of a rider. "Guys… there's someone _on_ that Grimm."

"A person?" Jaune asked. "Is it Merlot?"

Ruby shook her head. "It's a girl. I don't recognize her."

"She's riding a Grimm, so she's probably not an upstanding citizen," Nora observed.

"Yet it isn't one of our known enemies," Ren pointed out. "Perhaps this woman is merely forcing the Grimm to aid in her retreat or escape."

Ruby continued to try and hold focus on the girl and her Griffon mount through her scope. "I can't get a good look. It doesn't look like she's having any trouble bossing it around."

"We came here hoping these people had information," Jaune said. "If she's coming here, let's hear what she has to say."

Ruby continued to follow the woman in her scope. Eventually, the erratic movements of the Griffon changed to a frantic attempt to stay steadily in place, before plummeting down towards them. "Or maybe just let her fall on her own," Ruby dryly observed.

Jaune and the others quickly picked themselves up and moved out from under the rock, joining Ruby in moving away. When the Griffon did finally land, the force of its impact split the rock into a dozen pieces and the Grimm imbedded down further into the dirt by several feet.

The four watched as the Griffon gave a pathetic cry and began to disappear in black fog, while its rider stood up, her face covered in long black hair, but apparently no worse from the fall or the sudden stop.

Jaune was the only one unarmed, so he opted to try playing the peacemaker. "Hello," he greeted. "You from around here?"

While his comrades sighed in exasperation, the diminutive woman turned her attention to Jaune and stepped forward, smashing through the remainder of the rock face with a single step. She walked towards them, sinking deep into the mud with each footstep.

"You have disturbed my peace," she spoke, her voice an even monotone. "Your Aura has drawn the Grimm's attention away from their alpha."

While the other three contemplated her meaning, Jaune pressed ahead. "We didn't mean to cause you any problems. We came in here hoping to find a friend of ours'. If you know anything, please tell us and we can be on our way."

"There are none left living here," the woman answered in the same unchanging pitch. "And Doctor Merlot did not mention he'd invited friends."

"Merlot!" Ruby repeated, interjecting herself into the dialogue. "What's he doing here? What's he done to the Grimm?"

" _He_ has done nothing," the woman answered. "The Grimm are here at my whim, gathering to serve my will."

Ruby was perplexed. "Wait, Merlot's not behind this?"

"His science has its use," the woman conceded. "But he is an understudy, nothing more."

"And… um… who are you?" Jaune asked.

The woman slid her dark hair aside to reveal part of her face… specifically, a burning red eye illuminating her very pale skin. "Before, I was known as Regen. Now I am what you see. I am a Grimm."

The four hunters were thunderstruck. "Forgive us," Ren ventured. "We've never met a… talking Grimm before."

"Or a human looking one," Nora added. " _That_ human looking, anyway."

The woman glanced at the four, taking their appearances in, before focusing her attention solely on Jaune. "The Aura is concentrated in you. I will take you to be consumed by the others."

"Wait, what?" Jaune managed as he tried to process the latest revelation.

"Oh, no way are we letting anybody consume Jaune!" Nora snapped, hoisting up Magnhild. "Sorry, lady, but we're kinda attached to him."

"I must respectfully decline your request as well," Ren agreed.

Ruby leveled Crescent Rose at her. "I think the decision's unanimous."

"Very well," Regen acknowledged. "Then I will destroy you three and then sacrifice your friend once you are no longer an impediment."

"Ha, go ahead and try!" Nora challenged, rushing headlong in. She swung Magnhild, expecting to send her foe flying.

Instead, Regen allowed herself to be struck by the hammer… and did not move. Nora looked down in shock, and Regen extended her hand, taking hold of the mallet. Nora attempted to pull Magnhild from the woman's grasp, but could not make it budge. Regen then took her free hand and flicked Nora's forehead with her index finger.

Nora went flying backwards, crashing before the other three, a large bruise on her forehead. Ren immediately moved protectively before her and began firing on their enemy, measuring his damage output from a distance.

Regen took each bullet with complete indifference and stepped towards them. Jaune unsheathed his sword and moved in, slashing at their foe at the stomach. He heard a terrible scraping sound and noted the surface of his blade had buckled slightly, as though damaged by hitting stone. His foe did not appear harmed at all, and reached to take hold of his wrist, flinging Jaune over her head and driving him into the mud, slamming him down two feet into the ground.

Ruby initially joined Ren in firing at Regen, but eventually transformed Crescent Rose back into a scythe and moved in to attack, slamming the flat of her blade against Regen's face.

Regen looked up at Ruby, locking gaze. "Silver eyes," she observed. "Are you the one I have to thank for this opportunity?"

Ruby landed before her, hoisting the scythe over her shoulder. "Opportunity? What are you talking about?"

"The old one is dormant again, but still drawing Grimm to its presence; its connection to the heart of Remnant," Regen explained. "If you are the one, I must thank you for leaving it alive. It has made all this possible."

Ruby recalled the Battle of Beacon, and the sight of the massive Grimm wyvern. Her father had mentioned that he Grimm wasn't dead, but she had no idea…

She could mitigate the damage done. Ruby drew back and assumed a new starting position, utilizing her Semblance and dashing at her foe, striking hard and fast with Crescent Rose.

Regen bent forward, apparently harmed, but not significantly, as she quickly lifted herself back up. "Silver eyes _and_ a Semblance? You must be blessed."

"She ain't the only one!" Nora added, rejoining the fray with another hammer shot. This time Regen didn't catch the mallet in hand, and actually took two steps backward from the force of impact.

Ren fired from Storm Flower, striking the mud and dirt at Regen's feet and up past her ankle, splattering her with muck and driving her deeper into it, while Nora moved past her towards Jaune. Jaune was still digging himself out of the hole he'd been imbedded in, but responded instinctively, hoisting his shield to give Nora her launching pad and letting his teammate ascend skyward.

Ruby transformed Crescent Rose back into a sniper rifle and started firing at Regen's back, hoping to draw her attention. Regen was undeterred by the high caliber shots, turning her attention up to Nora, but not reacting in time to dodge or counter the hit, receiving a powerful hammer strike and a subsequent bolt of electrical discharge over her rain-soaked skin.

They were too well coordinated. She could absorb plenty of damage, but the elements of her storm benefitted her enemies and they could attack from so many angles she was unable to effectively counter them from a distance.

So she opted to even the playing field, even if it meant bringing more into the fold. Even if it meant losing herself in whispers again…

A Nevermore broke from the pack circling the tower and descended on their battle site, intercepting Nora before she could complete a second aerial attack. The massive raven only tackled her and broke her trajectory and then left her to fall to the ground without an enemy to absorb the impact.

A Deathstalker emerged from meandering in the woods and went after Ren, moving to block any path to help Nora. Ren tried shooting the massive arachnid at its stinger to quickly fell it, but Regen guided its motions, crouching it down and raising its pincers to take the bullets instead, all while moving to Ren and keeping him out of the way.

Once the distraction served its purpose, Regen turned her attention to Jaune, the only one she could hope to reach and engage in close combat. Jaune tried to draw back, but Regen was driven to seize him and his sizeable Aura…

…and more importantly, force their speedster to react. Ruby assumed a starting position and rushed in to help Jaune…

…and Regen lifted her arm in Ruby's path and let the girl run headlong into it, flinging over Regen's arm and landing in a heap, the force of their impact blasting air pressure outwards from their position, briefly creating a dry bubble in the rainfall and leaving another small crater in the muddy ground from point of collision.

Ruby was badly hurt from the hit but still determined to fight. She attempted to transform Crescent Rose into a scythe once more and resume the battle, only for Regen to reach down and take hold of the back of Ruby's head, pulling the girl up and then quickly driving her face first into the dirt, leaving another deep crater from the point of impact.

Regen turned her attention to Jaune and hoisted him up by his neck, flinging him over her shoulder towards Ren, who'd finally bested the Deathstalker and was moving in to help his friends, only to be hit by a tall boy in heavy armor and have both driven into the ground from the force of her throw. Regen reached down past Jaune and hoisted Ren back up before he had a chance to recover and then drove him into the dirt beside Ruby, leaving both hunters unconscious beneath her.

Regen glanced back and watched Nora fall, the girl landing hard in the mud. Despite the great height and considerable damage, Nora would not yield, and dragged herself up and attempted to attack her enemy and avenge her friends… only for Regen to catch her hammer again and fling Nora over her head, driving her into the dirt beside her brethren, leaving three hunters broken at her heel.

Jaune reached over to try and rouse his friends, only for Regen to reach down and hoist him up by the neck, the force of her grip impossible for him to pull off, even as he struggled to remove her fingers from his throat.

"I've left them alive," Regen assured him in her monotone, "But that can easily be remedied. Their fate depends on you now."

Jaune glared at her. "What do you want?"

"Your Aura is distracting my Grimm's attention," Regen explained. "I cannot allow them to be divided in their intent. They must all be of one purpose."

"Uh… okay," Jaune replied, "And what do I do?"

Regen looked up at Jaune with her red eye. "You will be bait… once the portal is ready, I shall cast your light into it, so the Grimm follow you into the heart of Remnant."

"You're… going to kill me?" Jaune inquired.

"Yes," Regen answered simply. "But if you come quietly, your comrades will have a chance to escape this place. Resist, and they will die before you."

Jaune didn't need long to consider and fell limp in her grip. "Fine."

Regen nodded and concentrated. The Nevermore she'd sent to attack Nora descended, landing beside them and kneeling to accept its master's ride. Regen tossed Jaune to the ground and stepped on the Nevermore's back, the massive raven squawking in pain from the force of weight pressed upon it. Still it complied with its alpha's will, and collected Jaune in its talons, flapping up rapidly to carry its burden, eventually breaking from the ground and ascending towards the tower.

Jaune glanced back at the ground and his friends lying unconscious just outside the courtyard and the massive horde of Grimm, the trio gradually fading from his sight as he climbed higher, blasted by wind and rain and his vision obscured by clouds and smog. He traveled through raging, tumultuous dark for several seconds before the Nevermore released him, letting him fall several feet and landing at the top of the broken tower.

The Nevermore landed to let its alpha off, for even when stepping two feet from the raven's back to the metal floor, Regen still dug into the surface and contorted it with her step. "I'm back," she noted.

"Excellent," Jaune heard, turning his attention to his right to see a man in a lab coat working at a scroll. "The fourth anchor is being aligned. We'll be ready to proceed shortly."

"Merlot?" Jaune asked, genuinely curious.

The scientist looked down at him, clearly unimpressed. " _This_ is the boy whose Aura distracted the Grimm?"

"Yes," Regen confirmed, moving to sit at the old headmaster's desk. "And he will again, providing them their motivation to enter the portal, if they should object to the old one's path."

"Old one?" Jaune repeated, confused.

Regen inclined her head ever so slightly towards the frozen Grimm wyvern beside the tower. Jaune followed her gaze and saw it; a patch of black skin amidst an otherwise silver-gray body, frozen in time but for a single point.

"The old one draws from the heart of Remnant," Regen explained. "The dark center from which the Grimm were forged."

"And in time, where they will return," Merlot added, still working at his scroll.

"Indeed," Regen agreed. "As promised, hunter, you will die. But your death will be unique…

"Because before you die, for a brief moment you will know the truth."


	9. Prison of Abandonment

**Chapter Nine: Prison of Abandonment**

 _Mantle, Eighty Years Ago_

Regen had eventually managed to drag herself to a sitting position, leaning against the wall of her confined space to support the weight of so many Grimm driven into herself. It was still painful, but it was easier to bear than being face down on the floor while her former friend literally stabbed her in the back to continue her experiments. Regen would prefer to see it coming; to make the betrayal that much more personal.

It also made it easier to deal with the voices. The whispers had no speakers, and seemed to come from all sides, even through the wall she kept tapping the back of her head against. She could think about matters logically, and not be lost in so many other wordless voices. She could dismiss them, and not be trapped beneath them. It made them a hindrance rather than a fear.

Her captors arrived in the morning as they always did, and Regen saw the light of their Aura long before they would be visible to her old human eyes. They were streaks of light amidst a gray, dull world, and more pressingly, their every step pulsed, disrupting the calm. Their presence was almost as maddening as the constant whispering had been.

She'd come to hate that light. And in the hatred, she'd comprehended it. She had completed the transition and become unto a Grimm.

She had not intended to reveal that to Schnee, but Regen had wanted to look her former friend in the face. Regen wanted her to see defiance, and to know failure.

"Subject Zero, can you hear me?" Erzengel asked once she reached Regen's holding room.

"I can hear you," Regen replied in a cold, quiet monotone.

"You're cognizant," Erzengel observed. "You're better adapted to the changes. Has there been any improvement in controlling the enhanced senses?"

"Yes," Regen answered. "I can see your Aura."

Erzengel nodded. "You seem able to contain your emotions better now. We expected you'd have broken further."

"You told me, before, there'd be only one emotion to contain," Regen answered. "And you were right. I'm trapped by it now. It's the only thing I feel."

Erzengel took extensive notes. "Did you ever imagine you'd know so much about the Grimm?"

"A few weeks ago, I'd have still said I wanted to know everything," Regen replied. "Now I wish I'd never learned anything."

"Why?" Erzengel asked, dropping her cold, scientific examination and indulging in genuine curiosity.

"Because I understand what's being whispered in my ear," Regen explained. "I know what the Grimm have lost."

Erzengel was genuinely surprised. "The Grimm feel loss?"

"They feel pain," Regen answered, maintaining her monotone. "All the time. Because of what was taken from them."

"What is it? What did you learn?" Erzengel demanded to know.

Before, Regen would've savored the moment and indulged in holding something over her captor and torturer's head. She would've enjoyed tasting the sweetness of revenge.

Now there was only one emotion overriding all other thought. One emotion screaming behind the façade she put up, the necessary counterbalance of calm and neutrality to pain known from birth; pain that existed before rational thought and carried with every breath and gave meaning to every whisper.

"I learned what they want the most," Regen answered vaguely. "They want to die."

* * *

 _Ruins of Beacon, the Tower, Today_

Jaune glanced up at the calm sky over his head, the broken moon coming into view at the edge of the cyclone's eye. Four hunks of metal hovered within the circle, one of which was being rotated, apparently responding to the actions of Doctor Merlot playing on his Scroll.

Regen's attention was on the Grimm wyvern, and the patch of flesh not trapped in its silver cocoon. "I promised you I'd tell you the truth," she said. "but before we get there, I'm curious: what do you know about the Grimm?"

"What does that matter?" Jaune wondered.

"You spend your days hunting and destroying them," Regen pointed out. "Have you ever thought to ask why? Or have the academies removed that philosophical inquiry from the curriculum?"

Jaune never had thought to ask. Destroying aggressive creatures that attacked his friends had never been a practice he'd thought to question. "Well, one of our teachers taught us a lot about individual species; about how to fight them, what they were weak against…"

"Did this teacher tell you anything of their history? Or of your own?" Regen inquired.

"Well… he liked to tell stories about how he hunted the Grimm when he was younger," Jaune answered. "Once he started doing that I kinda' lost interest."

Regen scoffed. "You should be grateful I find your honesty endearing, boy. Otherwise I might find you more frustrating."

"It's no surprise," Merlot added, not looking up from his work. "Why would the academies tell their students something they would prefer to adamantly deny?"

Regen nodded, then closed her eyes. She began to hum to herself, a few quiet, incomprehensible mutters under her breath.

Jaune glanced up at her. "I didn't quite catch that…"

"' _Black the beast, descends from shadow,'_ " Regen spoke, her hum replaced by the cold monotone. "These are the oldest recorded words describing the Grimm. Today, it's part of a fairytale. Even in my time it was part of a fairytale."

"So?" Jaune wondered.

"So, like most folklore, it was once considered history, not legend," Regen answered. "I saw the illustrations; the writing that preceded the modern tongue of Remnant. It was written before we needed to build high walls to keep the night out. It was written before we knew what writing was.

"The Grimm have existed as long as humans and Faunus have," Regen continued. "In one way or another, their existence has been intertwined with yours' ad your ilk."

"The oldest specimens are thousands of years in age," Merlot added. "This wyvern is among them. There are very few specimens of such longevity."

"The Grimm feed on the negative emotions of humans and Faunus," Regen continued. "It eases their pain."

"Pain?" Jaune repeated.

Regen hesitated briefly before continuing her explanation. "The Grimm sustain themselves on emotion. Normally it's all they can feed on."

"Uh… what?"

"You think of the Grimm as monstrous animals," Merlot interjected. "They are aberrant to life itself. Their bodies are hollow. They do not eat or sleep. They have no primary or redundant bodily functions. Their biodiversity is evolutionarily impossible. They do not produce any level of Aura."

"Doctor Merlot is one of the few humans to have learned the truth about them," Regen said. "When he discovered a mineral the Grimm were attracted to, he was the first person to recognize an alternative sustenance to emotion or Aura."

"R- my friend told me about that," Jaune mentioned out of hand.

"He's from Beacon Academy, then," Merlot snorted. "One of Ozpin's toy soldiers."

Regen ignored his remark. "Years ago, I was modified from the human I had been. The soulless shells of defeated Grimm were bonded to me, until I was connected to the horde. In all practical senses I am a Grimm… and I alone among humans have experienced their perspective."

Jaune was a bit too concerned to tune out the lesson. He just continued to stare at Regen.

"The Grimm are drawn to negative emotions because of the weight they have, and how it lessens the pain of their own singular emotion," Regen explained. "Their only feeling is negative. Additional negative emotions help to counterbalance, but inevitably, they return to their default state."

Finally, Jaune was curious. "What do the Grimm feel?"

"Betrayal," Regen answered simply. "Or more accurately… abandonment."

"Abandonment?" Jaune repeated, lost again.

"' _Black the beast, descends from shadow,'_ " Regen said again. "The Grimm do not come from the dead of night. There can be no shadow without light to create it."

"This is where my colleague and I diverge in our interpretation," Merlot interjected, still typing at his Scroll. "Though I am happy to defer to Regen's expertise, her theories are reliant on mythology."

"Man was made from Dust, or so we are taught," Regen pointed out. "Did a shard of mineral breathe life into you? Did it sprout hands and sculpt you into being?"

"What are you saying?" Jaune asked.

"That long ago, in the chaos before history, the Grimm once existed as something else," Regen answered. "They whisper of it to one another, of the fragmented memory that the old ones beheld. Of their betrayal and their abandonment."

Regen walked over to the wyvern, running her hand over the flesh they'd released from the silver cocoon. "They saw the light firsthand, and felt it fade away," Regen continued. "When they were cast out from it, and left as a deep scar; a wound in the planet itself. They were once part of a greater whole. But that whole did not want them. They did not want their light muddled with shadow. So they buried it underground, in a pool of black blood."

Jaune was even more lost by Regen's flowery language. "And… uh, who was it that did this exactly?"

"To the Grimm, all they beheld was formless light," Regen replied. "They were once part of that light, but dim and imperfect. They were pulled away from the light, violently ripped from it and cast away from its warmth and glow. They sat in formless chaos, in a pool of black blood, until man called to them.

"They sensed the same emotion of abandonment," Regen explained. "It pulled them from the scar in Remnant, at first, as the same formless, indeterminate state they had once been. Until the humans gave them new emotions to feel… and with the new feeling, new senses, and new shapes. Their fear and their hate contorted the Grimm from dark splotches into the things that kept them awake at night."

"You can see why we disagree on this point," Merlot deadpanned. "Though perhaps not, since it seems you didn't excel in learning about the Grimm at Beacon."

Again Regen ignored him. "The black blood has pooled deeper into Remnant, with seams in the planet's mantle and digging deeper into the core. The old ones eventually attuned themselves to the source, to the point they could call others from the heart of the planet to the surface."

Jaune recalled seeing Grimm appear near the end of the Battle of Beacon, emerging from dark drops falling off the massive Grimm wyvern the three now stood beside. He was starting to comprehend Regen's ranting, or at least had something to corroborate her claims. "What does that have to do with this storm?"

"Nothing," Regen answered simply. "The storm was created solely to give the Grimm a distraction. The chaos above them mirrors the formless state of the pool from which they all came into being. It lessens their suffering. Grimm were already drawn to the presence of the old one at the tower, and now they have another reason to come."

Jaune was confused again after he'd finally started making headway. "Then… what are you doing?"

"We have torn into the planet's magnetic field," Merlot explained. "In the tear, we will have the wyvern create a summoning space, perfectly aligned with the Grimm's birthplace at the heart of Remnant."

"All the Grimm will return to that pool, but with one difference," Regen explained, placing a hand to her chest, "They will have a _soul_."

Jaune just stared, dumbfounded.

"It will take time," Regen explained. "They will need to adjust to the new feelings, but in distorting them, I will bring them back to balance."

"You're… what will you do with them?" Jaune wondered.

"I will direct the black pool further down, into the core of the planet," Regen answered. "And just as the Grimm were rebuilt by fear and hate, so Remnant shall be remade by the Grimm's new plethora of emotions. The black blood will swallow the world and smother it in endless dark."

"I… uh, I don't think people would do well in a world like that." Jaune pointed out.

"No, I imagine not," Regen conceded. "But it was the Grimm's wish. To forget the light altogether. To exist in the dark and quiet.

"Where there is no more pain," Regen spoke, her monotone wavering ever so slightly in the faintest tremble. "Where there is no light to remind them of their abandonment."

"Yeah, people _definitely_ won't like that," Jaune assured her. "They'll fight you."

"And they will die, just as they are doing now," Regen answered in her monotone. "I'm sure even a novice hunter is aware how the battle against the Grimm has gone for the four remaining kingdoms."

"Look, I… I don't really get what you're planning, but you shouldn't do it," Jaune told her. "Even if you don't care about the people getting hurt, do you really think you can control the Grimm?"

"Doctor?" Regen inquired.

Merlot sighed as he temporarily suspended his work, reaching into his labcoat and producing a green crystalline mineral, handing it to Regen, who held it up for Jaune to see. "Doctor Merlot's discovery allowed him to convince the Grimm to collaborate with him. Did you not wonder why two larger, older specimens were so willing to follow my commands?"

"Wasn't thinking about it at the time," Jaune answered defiantly.

"No, apparently not," Regen agreed. "This mineral can be refined into a serum that my remaining human functions respond to. It allows me to attune to the Grimm and direct them, because in a very literal sense, I _am_ them. Many specimens of Grimm were bound into me in the hopes of keeping others of their ilk drawn to me. Merlot's serum allows me to bend the shadows as though they are my own limbs. When I enter the heart of Remnant, I will do more than bend. I will reshape. I will _remake_."

"Not quite what you expected when you started your mission, was it?" Merlot asked with a chuckle.

"I didn't come here for the Grimm," Jaune replied quietly.

"Oh? Then why?" Merlot asked, still playing on his Scroll.

"I lost a friend here," Jaune answered. "I thought… I thought whatever you were doing had something to do with her."

Merlot considered his words. "A friend… with a Semblance?"

Jaune did not answer.

"The metal was already polarized," Merlot observed. "I thought perhaps it was some trick left behind by Ozpin… but apparently it was just a common hunter."

"She was anything but common," Jaune spat.

"No, that is true," Merlot agreed. "She made this go much faster."

He tapped on his scroll, and above them the metal shard finished its rotation at the edge of the storm. Regen looked up at the broken moon, reflecting light on the four hunks of metal anchoring their cyclone eye.

"Finally," Regen breathed.

"I will start refining the serum," Merlot stated, putting his Scroll away and taking the mineral back from Regen. "I will not be long."

"No," Regen agreed, looking down over the horde. "And nor will I."

* * *

 _Atlas Flagship, Approaching the Edge of the Safe Zone_

Below him, his soldiers were struggling to hold back a small force of Grimm. If he could redeploy some of his ship's contingent to reinforce the border guards, they could better hold the line.

And fewer lives would be lost fighting Grimm on the ground than diving headlong into a storm. Yet those were his orders.

"All ships check in," Ironwood requested from his command station.

"All ships report ready," his adjutant reported from her terminal.

It was time then, to do what the Council asked. Even if it meant abandoning good men and risking further destruction of a capital city. But that was the command, and he would carry out his orders expertly and efficiently.

"Proceed," Ironwood instructed. "All ships to assigned coordinates and wait for the fire signal."

His flagship departed, its shadow briefly passing over the soldiers being abandoned as it proceeded into the darkness.


	10. Blood of my Blood

**Chapter Ten: Blood of My Blood**

 _Ruins of Beacon, Adjacent to Courtyard_

She heard quiet, gasping breaths. It was a terrible sound, of the desperate struggle to take in oxygen and survive a terrible wound. Each breath could be the last, and each moment made that possibility all the more likely. Yet it did not last, for that horrible squelching would eventually be replaced by something more coherent and defiant.

And ultimately, a greater contribution to the end.

"Do you believe in destiny?" Not everyone could meet their end with such grace and dignity.

Or manage to stifle their killer's hand and fill them with doubt. "Yes."

 _Ruby._

And then she heard it, the air rushing past her head as she landed on the new, broken roof. She turned her attention to the sight of her friend, even wounded and forced to kneel, facing death without fear.

But still death. Death right in front of her that she could not stop.

"PYRRHA!"

 _Ruby!_

Ruby was finally startled awake, Nora shaking her shoulders. She glanced up at her friend, Ren already awake beside her. She glanced around at the muddy, shattered ground she lay upon, and felt the splatter of rain still pouring down on her head.

"What happened?" Ruby wondered, feeling sore and fatigued, and as though she'd run headlong into a wall.

"You and the crazy Grimm lady had a disagreement," Nora answered. "I thought you made some good points, but she had a _really_ strong closing argument."

Ruby looked around them. "What happened to Jaune?"

"Taken, apparently, as our enemy had planned," Ren explained. "Most likely she has placed herself somewhere inside Beacon, so as not to be buffeted by the storm."

"If it even bothers her at all," Nora dryly added.

Ruby gathered her bearings while Nora and Ren moved her out from under the omnipresent rain to under one of the crumbling walls of the courtyard. It didn't keep them completely dry, but at least rain wasn't splattering in her face while she tried to think.

"What should we do?" Ren inquired.

"Rescue him, obviously," Nora answered immediately.

"Normally, I'd agree, but the number of Grimm in the vicinity makes that… problematic," Ren argued.

"Ruby could run in really fast and get him out," Nora suggested.

"We'd have to find his location first, and even then he'd be too heavy for Ruby to carry," Ren reminded her.

Nora came up with some alternative plan, but Ruby was no longer listening. She was drifting backwards, lost in memory…

 _You might even have been a failure the first day we met, but you can't be one now. You know why? Because it's not just about you anymore. You've got a team now, Jaune. We both do. And if we fail, well, we'll just bring them down with us._

Jaune had been happy to defer to her and let her lead his teammates in their mission into Mistral, but it was taking time to come around to ordering Nora and Ren. Not because they didn't respect her or because they had difficulty working with her, but out of habit of following Jaune and affection for their lost friend.

The same friend who'd been the onus for this mission returning them to Vale. They still had no idea if she was tied in some way to the magnetic disturbances, but now they had more pressing matters. Before they hadn't known if their friend was in danger; now another _definitely_ was.

Ruby had thought seeing a friend die would be the worst experience of her life. But the uncertainty… the _not knowing_ another friend's fate gave the same churn in her stomach, the same icy cold in her heart. Jaune was her best friend outside her team, and she would _not_ lose him.

"We'll never get through that many Grimm in a straight fight," Ruby finally interceded in her teammates' argument. "We need to make an opening so I can move in and find him."

"What if he's injured?" Ren inquired. "How will you get him back out?"

"If I can't move him, I'll contact your Scrolls and tell you we're staying put," Ruby answered simply. "And then you disengage and fall back, all the way back to the Safe Zone if you have to."

It went against her advice to put her teammates in danger without sharing in it herself. It wasn't unusual for her to rush headlong in with only 2/3rds of a plan figured out. "After you draw the Grimm's attention, I'll move in," Ruby explained. "And then you fall back and don't you dare let yourselves get hurt."

"A strategic withdraw would be the wisest course," Ren agreed. "Our ammunition is already running low."

Nora smirked, hoisting Magnhild. "Fortunately, hammers don't run out of ammo."

"And grenades?" Ren asked.

Nora looked sheepishly away. "Could use more…"

"Just get their attention, that's all you need to do," Ruby told them. "Please, guys… don't push your luck. There's way too many of them, even for you, Nora."

"Well, okay, since you asked nicely, I'll just destroy half of them before we retreat," Nora agreed, regaining her enthusiasm.

"I will ensure she withdraws in a timely fashion," Ren promised.

It wasn't ideal, putting her teammates in danger. But only Ruby could move quickly enough to go unnoticed by the horde. Sometimes hard decisions didn't mean self-sacrifice; sometimes it meant you had to count on others to take care of themselves and play out their assigned roles.

They'd been united with the goal of rescuing their friend, despite running headlong into deadly weather and an army of monsters to do so.

Some things never changed.

* * *

 _Vale Safe Zone Border_

"Boss, should we batten the hatches?" one of Junior's subordinates shouted to be heard over the raging wind.

It would be a sound strategy, to better set up their defenses to ride out the storm, but Junior's attention was instead on the soldiers and Atlesian knights fighting the oncoming Grimm at their border checkpoint. The Grimm were falling in truckloads, but were gradually whittling down the resistance.

And seeing as Atlas just sent their warships outside the Safe Zone, they had no aerial support and probably couldn't count on any incoming reinforcements. Maybe the line would hold, and maybe things would work out fine, but that hadn't been Junior's experience.

And Merlot and his waif friend controlled the Grimm like puppets. Beating a bunch of wild animals wasn't too difficult, except when they came in numbers. Beating a coordinated attack force required an even better coordinated attack force, and maybe the freaks squatting in Beacon could make the Grimm into one, while maintaining their numbers advantage.

"Protect the twins," Junior replied as he stepped out onto the street. "Get our six best guns up on the rooftops and tell them to target the Grimm."

"Boss?" his minion inquired.

"You have trouble hearing me?" Junior asked. "Don't make me come back there and repeat myself."

His subordinate needed no more prompting and issued the orders. Junior walked towards the checkpoint, watching an Ursa push over the line and crush one of the AKs.

It wasn't his wisest course of action. He could've hunkered down and waited for things to play out: that would've been the logical course. But for whatever reason, he didn't think the Grimm would let up, and since he'd opted to stay in town, he'd have to protect his turf.

"Step back, civilian!" one of the Atlas soldiers shouted while firing into the horde. The same soldier panicked when a Griffon pounced over the line and he fired blind, until Junior interceded and punched the Grimm out of the way.

"You look like you could use all the help you can get," Junior dryly observed. "You really care about where it comes from?"

Junior went after the Ursa that had broken through the line, driving it to the pavement with a series of punches. The Atlas soldiers gradually lost interest in trying to dissuade him from helping, especially once his men added additional volleys of gunfire to complement their own.

He was a gangster. Normally, he'd be focused on self-interest, and never lift a finger to help uphold order. But the Grimm wouldn't care who was in their path, and he somehow doubted the people pulling their strings would care that he'd been supplying them with Dust to build up whatever the heck they were planning in the first place.

For now, two of his friends were injured and he had nowhere to take them to. So he'd hold the Grimm back, and maybe hold out hope a group of dumb, meddling kids could throw a spanner in the evil works and bail him out.

It was hard to think of worse plans, but hey, it'd happened once before…

* * *

 _Ruins of Beacon, the Tower_

Jaune had been tapping his sword hilt on the floor while he waited for his captors to play their hand. Regen's every step had left deep cracks in the floor with her weight, so each time he tapped his hilt he heard the rock groan and creak. It helped pass the seconds while he anticipated something much less pleasant.

Then, of course, Regen had gone on her rant and Merlot had left to work on his minerals. All that remained now was for Regen to fulfill her promise and kill him.

Yet she was idle now, waiting beside the frozen Grimm dragon. She had stepped up from the desk to examine the patch of flesh unaffected by the silver cocoon, and had just waited for several long moments.

"You waiting for your doc buddy?" Jaune asked, making conversation.

Regen didn't deign to reply, only staring at the Grimm dragon.

Jaune was not looking forward to Merlot's return. His words had reminded Jaune that this entire expedition had been a fool's errand: that Pyrrha really was gone, and her use of her powers had just been a fading echo the bad guys had been able to benefit from. He'd led his friends into danger for her sake, and it had been for nothing.

And whatever he'd sacrificed for, they were not safe. Not if Regen carried out her insane plan to completion. No one would be safe. And the only hunter on hand to stop her… was him. The failure, the captive, the fool.

He kept tapping his sword on the rock, passing the seconds away. His efforts were only distracted when a particularly intense bolt of lightning drew his attention, as Grimm were sent flying from the force of impact far below. In that impact he saw a brief flash of pink…

Regen tensed up, raising her hands to cover her ears. "The brats again…" she snarled. "Your friends are persistent."

"They can be, yeah," Jaune agreed, resuming his steady tapping.

"As I told you- easily remedied," Regen assured him, as she concentrated. Several Grimm on the ground broke from the horde to intercede, moving after the pink blur on the ground, only to then have to fend off a green blur fighting alongside their first target.

"Not so easily," Jaune mused, whimsical at the sight, burying his concern and trusting there was a plan in place for the clumsy rescue attempt.

Jaune's tapping was again interrupted when Merlot returned, holding a syringe filled with green liquid. "It is done. Open the portal."

Regen turned her attention to the frozen Grimm dragon and drove her hand into the patch of living flesh. "Blood of my blood," Regen spoke, "Show me the heart of Remnant…"

Some dark, liquid-esque material poured out from the flesh, pooling around Regen's bare feet. Merlot pressed buttons on his scroll, and an explosion of Dust above their heads triggered the magnetic pull of the four anchors in the cyclone eye. Regen withdrew her arm and flung the dark blood skyward, letting it be drawn into the magnetic field and then pulled in four directions, widening the circle, strengthening the portal…

The dark blood swirled between the four points until it too, took the form of a cyclone: a storm within a storm. Regen smiled. "… and I will bring light to you, at last, blood of my blood. Merlot, it is time."

Merlot leveled the syringe and stepped forward. Jaune finally stopped tapping and stood up.

"Hang on, Doc," Jaune requested. "Something I gotta' say first."

"Something inconsequential, no doubt," Merlot muttered.

Regen didn't even bother to look at him. "If you're eager to meet your end, I assure you, it's very near."

"Maybe," Jaune admitted. "But see, I wanted to bring up this point. I surrendered to you when you promised you'd let my friends live."

"And?" Regen wondered, sounding almost bored by his inquiry.

"Well, an Arc never goes back on his word," Jaune told her, "until someone goes back on theirs' first. Whatever you think you're doing, I won't let you hurt them."

"What you promise is immaterial," Regen assured him in her monotone. "You can't stop me. You never could."

Jaune leveled his sword at Regen. "Well, there's one way to find out."

Regen scoffed and finally turned to face him. "Well, by all means, see your rebellion through."

"Gladly," Jaune answered, placing his foot forward and assuming proper form. He'd been practicing this technique, and now he needed to get it right.

Fortunately, Regen had done most of the work for him. Jaune slashed the empty air twice in succession, unleashing bursts of air pressure.

If Regen was affected by the attacks at all, she didn't bother to flinch. "Is there a point to this?"

"Yeah… _this_ ," Jaune replied, finishing with his third swing, focusing the arc of his attack in a downward motion, leaving a deep scar from the air burst in the rock and steel of the tower, rather than in the madwoman in front of him.

And as he expected, the rock and steel creaked and groaned, and with a new wound in its frame after being repeatedly abused by magnetic pulls and the unusually strong footsteps of its occupant… the tower began to crumble even more.

Regen looked down, as the floor beneath her feet began to give way. "You-" She glanced back up at Jaune, only for the rock beneath her feet to give way, as she fell amongst the rubble towards the ground.

"What-" Merlot began, before Jaune moved to attack him… only to fall after Regen, the ground giving way. He dug Crocea Mors into the side of the tower to slow his descent as he followed her.

* * *

Ruby had been waiting to move in, and once Ren and Nora got the Grimm's attention, she'd begun her sprint, only to see Jaune and Regen falling from the tower. Jaune was moving slower with his blade sliding through the tower exterior, while Regen was in free-fall.

Her friend and her enemy's locations were confirmed. She moved in to intercept.

* * *

Regen struck the ground with the force of a small meteor, leaving a crater five feet deep and destroying several members of the Grimm horde from the force of her impact. Worse still, she'd actually _felt_ damage from the fall, and when she dragged herself up, she felt a very rare sensation: warmth. Blood, fresh and her own, ran over her forehead and down her eye, muddying her vision.

Emotions she'd suppressed were rising to the surface. Rage radiated through her body, and the Grimm nearby were drawn to it, her anger becoming theirs'.

At least until Jaune finished his slow fall and landed before her, and the Grimm saw the massive source of Aura. Then they were angry _and_ hungry.

"You… have severely inconvenienced me," Regen growled at him, emotions breaking through her calm façade. "I hope this bravado was worth it."

Jaune smiled as he readied his shield. "I'll take being an inconvenience over being Grimm food any day."

Regen heard the Grimm whispering. A meal had leapt into their midst, and more and more of them were beginning to notice. And the ones she was directing after this boy's comrades were dividing her attention. The number of voices in her head was growing, and she was right at the precipice of achieving her goal.

"Well, you surpassed my expectations," Regen admitted. "You can be _both_."

Regen stepped out of the crater, knowing that even with his sword he wouldn't overcome her density. If she could quickly wear him down, there'd still be time to ascend before the voices of the horde became overwhelming, and once Merlot gave her the serum, she'd say the word and her work would be done.

Regen reached to swing her fist at him, only for a scythe to move in the path of her attack, diverting the force of impact.

The silver-eyed warrior…

"You're _both_ in a hurry to die," Regen dryly observed, unable to contain all of her fury. The nearby young Grimm moved to join her, more voices whispering in her ear.

"In a hurry to stop you, maybe," Ruby replied. "You know, just as an alternative."

The situation had become more complicated, but Regen was still confident she could defeat them both without their other two allies. "Well, by all means…"

Ruby prepared to attack, when Jaune reached to brush her shoulder with his shield. "That doctor Merlot is at the top of the tower. You have to get up there and put a stop to him."

"What? You think I'm just going to leave you here?" Ruby asked.

"I would've still been up there if I hadn't lost my footing," Jaune told her. "We have to close down that portal they've made."

Ruby looked up at the black blood swirling in the cyclone eye, but quickly looked back at Jaune. "No way am I leaving you here."

"I'm the one she wants," Jaune assured his friend. "Listen, I can't give you all the details, but this thing they're doing is really bad and really _big_. If we don't stop them, we won't be the only ones they hurt."

Ruby recalled seeing the dark blood summon Grimm during the Battle of Beacon. And whatever it was Jaune had heard, there was no reason to doubt him.

"All right, then," Ruby reluctantly agreed. "I'll be back in a flash."

"No need to rush on my account," Jaune told her, putting on a confident smile. "At least she hasn't knocked me out yet."

Ruby ignored the remark and dashed away, running into the tower. Jaune returned his attention to Regen and the growing mass of Grimm at her back.

"I hope you enjoyed your last day in the sunlight," Regen told him, blood dribbling past her eye and down her cheek. "Things are about to get very dark."


	11. Battle for the Dawn

**Chapter Eleven: Battle for the Dawn**

 _A World Away_

There were whispers in the dark: quiet utterings of change, of something once thought impossible. Where before the whispers were lamentations or outbursts, somewhere amongst the fury was a sound that had once been alien to the Grimm.

Hope.

The whispers carried to her ears', all the way from the pools of black blood from which the Grimm were forged. Even the newest among them, the ones built of ancient frustration and wrath, were sensing the possibility of erasing their pain and being made whole again.

And that simply would not do.

Salem stepped to her overlook, to watch the pools of black blood. They were pulsing now, but creating no new Grimm to spawn out and hunt man. There was more negative energy than ever pouring into the heart of Remnant, but for once, the wound in the planet would not react. Not when change was near.

If the Grimm were to change, she would lose everything. Her ambition would reach no further than the desolate kingdom she ruled over now. She needed the Grimm to subjugate the world, and whatever it was that promised them peace had to be eliminated. The light would never be snuffed out without a greater darkness.

The Grimm were to be that greater darkness, once they'd finished their transformation, as she intended. Now, they could very well find the peace they needed to let go of their hatred and cease to be her tools.

There was too much at stake. Salem would not lose her greatest weapons, and so needed to see to the matter. "Doctor Watts," she called. "Go to the pools, and listen."

* * *

 _Ruins of Beacon_

Ruby had been summoned to Ozpin's office before, but she'd taken the elevator. When she ran up to its ruins during the Battle of Beacon, Weiss had aided her by drawing glyphs on the side of the tower for her to easily scale the surface. There had apparently been a pathway leading up made of arranged metal, but Jaune ripping a chunk off the tower had also broken most of the route up. Now she was navigating broken stairs through careful use of her speed and rapid propulsion from Crescent Rose, and the process was much slower than she wanted. Jaune was facing down a very powerful enemy, and for all she knew Nora and Ren –even if they _had_ followed her recommendation and retreated- were surrounded by a lot of Grimm, including some strong enough to fight against their entire team. Every second she was delayed navigating an unstable staircase was a second her friends were out battling monsters without her help.

The last time she'd scaled this tower, she'd been too late to save her friend. That would _not_ be the case this time. It never would be again.

Ruby finally reached the point where the tower was exposed to open air, and after navigating a few more unsteady steps, she finally found her path up and jumped, landing at the top of the crumbling structure. To her right was the frozen body of a massive Grimm dragon. Above her was a swirling puddle of black blood, held in place by four metal anchors and a raging storm in all directions.

And standing directly below that pool of black was a hunched man in a lab coat, with a mane of messy gray hair and a distinctly metal right hand. When he turned to face her, she saw another hunk of metal attached to the side of his face, his left eye replaced by a cybernetic implant, shining red.

She'd previously only seen him on a screen, but Ruby remembered the visage. "Doctor Merlot," she greeted.

Merlot had spent the day being calm and sardonic. Her presence broke the façade immediately. "You!" he roared. "The huntress who destroyed my creations!"

"Uh, well, technically, _you_ blew up your own island," Ruby reminded him.

Merlot fumed, but quickly composed himself. "You're too late, girl. The Grimm will return to the heart of Remnant, and be reborn. There's nothing you can do to stop it."

No, she would _not_ be too late. And she _would_ stop it.

Ruby turned her attention to the green liquid in the syringe inside Merlot's lab coat, then to the Scroll in his left hand. Jaune had stressed that she needed to close the portal, as it was central to the baddies' plans. Merlot had used a strange green chemical to mutate the Grimm, however…

"What are you doing? Trying to mutate the Grimm all over again?" Ruby demanded, trying to sound more indignant than she actually was. She remembered the guy had liked to boast…

"Do you ever rush into battle with _any_ knowledge of your enemy?" Merlot mocked. "This is just a tool. In its new composition, it's meant to be used on a human host."

That woman, Regen, was still human enough to bleed. So, presumably, she was still human enough to be injected… injected with a chemical that had made the Grimm obedient to a human's whims, and coordinated in their efforts.

"Well, okay, that's cool," Ruby acknowledged. "So, I guess I'll break the portal instead, then."

Ruby leveled Crescent Rose at the pool of black blood, only for Merlot to intercede, striking her with his cybernetic right hand. Ruby was pushed back a few inches… and while it had certainly hurt to be hit by a hunk of metal, she was surprised by how little pain she was in.

"Not much of a warrior, huh?" Ruby observed with a wry smile.

Merlot grunted and moved to attack her again, and Ruby dashed right past, easily evading him. She transformed Crescent Rose back into a scythe configuration and moved to counterattack.

Merlot smirked and pressed down on his Scroll.

And Ruby abruptly lost her footing, as she ran straight off the already small path of the floor, her feet briefly running on empty air before she crash landed against the side of Ozpin's old desk.

Merlot pressed the button on his Scroll again, and then reached over, pulling Ruby up by the hair. "Perhaps not," he admitted. "But knowledge of the terrain has its uses too."

Merlot flung Ruby against one of the intact walls of the tower. He wasn't so strong as to really hurt her, but she still struck the side of rock and metal with nothing to cushion her impact.

"For example, the metal in this tower is ferrous, and has been affected by significant magnetic interference," Merlot explained. "Invert its polarities, and there's no stable surface to fight on."

Merlot pressed down on the Scroll again, and rotated it ever so slightly. The chunk of metal beneath his feet lifted up, and the scientist ascended above Ruby's head, several other beams pulling up after him and encircling their battle site.

"So, by all means, huntress," Merlot requested, "Show me how great a warrior you are."

* * *

On the ground far below, Jaune was rapidly running out of things to do. He was continuing to attack with air bursts, disrupting the dirt and mud so as to slow Regen's march or directly fighting off the Beowolves and Creeps rushing to attack him. Regen herself was slow in her approach, and his disruption of the terrain made it harder for her to move.

But all he was doing was slowing her approach, and now they were moving away from dirt and onto stone, to the base of the tower where there'd once been a monument to fallen hunters and huntresses. He might be able to dislodge some of the debris and fling pebbles in Regen's face, but he doubted that'd do any more than annoy her. Swinging his sword had only contorted and damaged the steel without significantly affecting her in any noticeable way. So he changed tactics, putting all his weight behind his shield and bull rushing his opponent, slamming into her already bloodied head.

This actually managed to stagger her: perhaps because he struck on a wound, perhaps because he'd already worn her down from the fall from the tower, but for once when she was struck she was driven back. Regen was every bit as surprised as Jaune was, her eyes widening and her mouth agape, as though she'd never seen such an attack.

Jaune drew back and charged again, but Regen counteracted this time, swinging her arm in wide motion to meet his shield. The largely unaffected area had much more weight to counteract him, and it was Jaune's turn to stagger backwards, landing in a heap on the paved ground before the crumbling monument.

Regen kicked him while he was down, and the force of her strike sent him skidding along the ground, tumbling towards a crater left by an equipment locker, and a place he'd stood not long before, right at the center of a very bad day.

"Get up!" Regen roared, breaking her calm façade completely, the Grimm roaring around her, more breaking from the horde to join their alpha in the hunt. Jaune was feeling very groggy, knowing his Aura was running lower, knowing that good as he was at taking a hit, his opponent was too strong. If Ruby shut down the portal above, and Nora and Ren got out in one piece… well, he could think of worse places to mark his headstone. Most hunters died in battle after facing impossible odds as long as they could.

Just as it had been her fate, perhaps it was his.

* * *

Ren had mostly been acting as spotter, occasionally intervening to keep smaller Grimm out of Nora's path so she could focus on the larger, older specimens. But no matter how much lightning Nora called down, the horde's numbers kept growing, and when a third Goliath joined the pursuit, Ren realized the situation was becoming dire.

Worse, Grimm were marking positions around them, flanking them from multiple directions. They no longer attacked as a coordinated unit, but they were still blocking the path of retreat. Once Nora had finished calling down lightning into the back of a Nevermore and returned to the ground, she was genuinely exhausted, having run on supercharged electricity for so long even her stamina was starting to wane.

"Okay," Nora mouthed in between gasps for air, "Who's next?"

Ren moved to her back, facing the oncoming Grimm on their flanks. "Our route of escape has been cut off," he advised his partner.

"Not the first time," Nora assured him, catching her breath. "Won't be the last."

The Goliaths were so large there was no way to maneuver around them. When Griffons joined the various packs of Grimm on their flanks and ensuring aerial attacks in multiple directions, Ren realized the situation they were in. "We're surrounded."

Nora looked up at the portal above the tower within the cyclone eye, then back to the horde of Grimm marching ever closer. "Ren… are you scared?"

"Of course not," Ren answered. "I am with you."

It was a comforting thought for her, in the face of the darkness. Even if he hadn't meant it the way she wanted, she could think of worse things to hear in her final moments. "Boop," Nora agreed, raising Magnhild and preparing for the enemy's final charge.

The Grimm drew closer… Ren and Nora each steeled themselves for the inevitable attack…

…when above them, missiles loaded with Dust struck the clouds, increasing the ferocity of the rain and the frequency of the lightning bolts. Grimm on the ground were fried by electricity and blasted by wind. Nora pushed Ren down and shield him to absorb the impact of the discharge, while the Grimm around them were blasted and blown away.

Atlas ships moved through the dark sky, unleashing attack after attack, intensifying the strength of the storm with their every volley, but eventually shifting attention to the Grimm in the sky around them.

"Storm's getting worse," Nora observed, as more lightning bolts rained down. "What do we do?"

"Well, much as I don't want to defy Ruby's instructions, it's unwise to remain out in the open," Ren answered. "We make for the tower, and try to regroup with the others."

Nora grinned. "Suits me fine!" She held Magnhild high over her head, drawing lightning to the conductive metal, and set to work smashing a path through the smaller Grimm, clearing the way for Ren and herself to move forward while the Goliaths struggled to absorb so many impacts striking their backs.

* * *

High above them, Ironwood coordinated the ships, speaking to each captain through his console while his bridge crew continued to relentlessly fire. "All ships attack bogeys on the port quarter," the General firmly instructed. "Once you have a clear line of fire, resume the atmospheric disturbances."

The ships continued to punch through the flying Grimm, lighting up the sky with red, blue, and yellow and gradually increasing the intensity of the massive storm above them.

* * *

On the border to the Safe Zone, Hei "Junior" Xiong led his men, many of them joining the Atlesian soldiers and knights at the checkpoint to batter the oncoming Grimm. They didn't leave bodies behind, so there was ample room to maneuver. His men kept re-supplying the shooters on the roofs with ammo, and eventually started offering weapons to Atlas as well, as mobsters and professional soldiers fought side by side against a common enemy to hold their line.

* * *

Atop the tower, Ruby was constantly trying to jump up and reach Merlot, but his constant tinkering with his Scroll rearranged the metal planks or inverted their polarities at every attempt. Either she'd miss the small platform completely or her boots would slide right off when she did hit the mark. It was becoming increasingly frustrating and Merlot was clearly enjoying watching her struggle.

"What's the matter, huntress?" Merlot mocked. "You made it look so effortless when your raiding party destroyed my creations. If only I'd known you could be defeated by electromagnetism..."

Ruby was having difficulty finding the point to attack from, but gradually, she was seeing a pattern to utilize. Merlot's constant movement of the metal beams had been gradually lifting him higher, to the point he was several meters above the tower, winds raging in the circle around him, growing increasingly intense.

"Atlas now," Merlot observed, turning his attention away from Ruby and towards the Atlas ships firing their Dust into the storm. "Will the surprises never cease…"

Ruby dashed up while he was distracted, but Merlot inverted polarities again, raising his makeshift platform even higher. Ruby slid off another beam and tumbled down, but took solace as things continued to move into place…

"I might have considered praising your tenacity were it not such a waste of effort," Merlot sneered at her. "Do you really think you can hit me with your little scythe?"

"You forgot something," Ruby called up, as she jumped up and bounced off one metal beam and moved straight towards him. Merlot scoffed again and adjusted his position higher, to the point he was barely below the portal of black blood.

Ruby transformed Crescent Rose and leveled it skyward. " _It's also a gun._ "

Ruby fired straight up in rapid succession. Merlot raised his cybernetic arm to shield himself and take the impact, but the force of the bullet pushed him up, right into the magnetic field generated by his four anchors.

Merlot screamed something Ruby couldn't hear as he thrashed in midair, trying to bring himself back down. Ruby angled her sniper rifle and shot at the metal anchor nearest him, again and again, mingling the impact of her bullets with his thrashing, and doing just enough to dislodge the hunk of metal holding the portal in place.

The black blood lowered itself, enveloping Merlot. He disappeared within it, moments before the other three anchors gave way, the magnetic field breaking apart and the portal was pulled in multiple directions by the intense winds, black blood joining the rest of the particulate. The cyclone eye began to concave on itself, the sky above Ruby's head growing dark.

Ruby turned her attention to the ground, where she saw flashes of battle amongst the Grimm. With the portal apparently shut, Ruby turned her attention to the makeshift metal stairs on the tower side and began her descent, as the storm above her worsened.

* * *

Regen saw the tiny flickering light of Aura disappear; barely a glimpse hundreds of meters above her head. She looked up, away from the hunter she was battling, and watched as her portal collapsed above the tower, the metal shards falling away or being pulled along in the storm winds.

Merlot was gone. And if his serum was gone, she would have no way to control the plurality of the horde without the chemical to enhance her.

And more pressingly, with the portal gone… with all that she had built falling away…

Regen looked down at the ground as she heard the whispers growing more frequent. The Grimm sensed her despair and her anger, feeling her carefully managed ambivalence fall away and feeding on the negative emotion now emanating from her.

She had been moments –mere seconds- away from completing her ambition and rebuilding the Grimm and becoming their soul, their light in the darkness. Now, instead of taking Erzengel Schnee's plan and improving upon it, inflicting the ultimate revenge on her former colleague, now she had simply been reduced to the same shambling wreck as her other subjects. Her negative emotions called to the Grimm, and they whispered in her ear, and the pain –the never ending, constant pain- deep in her core would pull them into her.

Her plan ruined, the elder Grimm began to realize it in the fragmented emotions she emanated. There was no hope of being free of their pain now. They would remain as they were, broken and abandoned, with nothing but the same hate and fear to feed on as they'd known for so long. She had whispered promises in their ears, but failed to deliver. Now they no longer needed this hopeless shell as their alpha.

And for Regen, there was one reason her hope was gone. It was the frustratingly large source of Aura at her feet.

Regen freed herself from all pretense of control and unleashed her anger, the Grimm around her attuning to that feeling, feeding on it and sustaining it with their constant whispers.

Just as Jaune rose, Regen slammed her fists into his back, driving him deep into the stone. "You took it away! You ruined _everything_!"

Jaune rolled away before Regen could strike him again, as the storm above their heads grew increasingly intense. The winds were so strong even in his heavy armor Jaune felt his feet sliding along the pavement and many of the smaller Grimm were blown away by the gales.

Jaune briefly looked up and watched the magnetic field fall apart, the portal already gone. "Well, yeah. People were gonna' get hurt. Seemed like the only thing I could do."

"Idealistic fool!" Regen growled at him. "All this – _all_ of this- was done to keep the Grimm away from the light and force them to live in pain and misery! All for some momentary illusion of peace!"

Regen took a wide swing, and Jaune raised his shield just in time to counteract. "I will give you peace, Erzengel! I will turn your precious kingdom into a world of endless, empty black! I will mark my every step with desolation until there is nothing left of the light!"

The other Grimm around her were becoming distorted by the force of her emotions finally brought to bear. Regen continued to press her attack, knocking the shield from Jaune's hand with another swing. "You think you saved lives, Erzengel?! I will consume every soul and drown every last drop of Aura in darkness, just to ensure your failure is complete! Then there will be no more pain… no more suffering… just darkness… just endless black…"

She struck Jaune again, sending him crashing to the ground before the entrance to the tower. He groggily looked inside, to the broken elevator shaft. He wondered about that hidden room Ozpin had below ground… and about Pyrrha, and the moment she'd traveled up the tower for her final battle…

"Get up, hunter!" Regen snarled. Jaune might've been willing to comply with that request, but his body wasn't quite following that instinct, and his mind was wandering to the past.

Regen reached down to attack again, only to be struck by a bolt of lightning timed with the swing of a heavy mallet. Nora interceded, driving the Grimm woman back while Ren followed after, fending off nearby Beowolves and Ursa. Ruby soon joined them in the fray, firing one shot after another from Crescent Rose.

"Get up, Jaune," Ruby said gently in between shots. "We need you."

Jaune beheld a flash of light as another lightning bolt struck nearby. For a brief moment he thought he beheld a flash of red.

 _Get up, Jaune._

Jaune looked into the entrance to the base of the tower, where in the shadows illuminated by that lightning bolt, he saw her standing with her back to him, Milo and Akouo in hand, staring at the elevator shaft. For a brief moment she turned her head to look back, and he saw her green eye amidst that long red mane.

 _For it is in passing that we achieve immortality._

Jaune felt himself lying down on the stone ground, but in that moment he was back in the Emerald Forest and the initiation, when Pyrrha helped him unlock his Aura, healing the wound he received upon landing.

 _Through this we become a paragon of virtue and glory to rise above all._

He was still in that moment, even as he rose to his feet on the stone ground before Beacon tower and picked up his shield. He could hear his friends battling their enemy nearby, and with each footstep he felt his pain lessening, as he felt Pyrrha's hands upon him and heard her speak the words.

 _Infinite in distance and unbound by death._

Jaune swung his sword into the wound on Regen's forehead. The Grimm woman cried out, as Jaune returned to the present, rain falling on his head and winds tearing rocks and clumps of dirt from the ground. He knew what he had to do, because Pyrrha had returned, however briefly, to show him how to defeat this enemy. The sacrifice she thought had been in vain wound find new life and new purpose in defeating another enemy of peace and stability.

Where Pyrrha had been prepared to sacrifice everything for the common good, at least Jaune learned from her example. And her placement.

 _I release your soul, and by my shoulder protect thee._

"Guys, move her into the tower," Jaune instructed. "I have a plan."

The others complied immediately, with Nora and Ruby moving behind Regen, striking her with Magnhild and Crescent Rose in unison, pushing her forward. Ren kept the Grimm on the ground busy at their flanks, while Jaune joined the girls in herding Regen inside, alternating between shoving her with his shield and striking her wound with his sword.

"You may want a good landing strategy," Jaune advised the others as Ren followed in at the rear, still fighting Grimm at the entrance. "It's a long way down."

Jaune slashed and Regen drew back, standing right at the edge of the smashed elevator. Jaune bull rushed her, shield first, and drove her over the edge, sending both of them into the darkness.

"What's gotten into Jaune?" Ruby wondered as she watched him descend.

"Don't know, but it's working, isn't it?" Nora blithely replied.

"Wherever he's gone, we should follow," Ren advised as he continued to block smaller Grimm at the door. "Though we may want to provide a suitable method of coming back up."

At least that hadn't changed about Jaune. Ruby quickly reached for her backpack and pulled out rope. Nora found a place to anchor it, and Ruby tied it to Crescent Rose and descended. Ren broke his position and followed after, and Nora swung Magnhild at the Grimm to clear them from the door before jumping after her friends.

Jaune and Regen impacted far below into a heavy steel floor, actually managing to crack the frame with their impact. Jaune immediately leapt off his foe and led her into the underground chamber, where her destiny waited.

Regen pursued him, blood completely obscuring one eye, the other an even darker red as she angrily, frantically chased her quarry. She was so blinded by her anger that she could not even comprehend where she'd been taken, or where Jaune had led her. Where once she'd been in control, now she was raw emotion, as reckless and aggressive as a newly forged Grimm.

The others soon joined them, and unlike Regen, they were taken in by the sight of the vault, examining the steel and marble, and the scars of battle lining the floor. Jaune sympathized –he'd been in that same awe before- but his motives had changed this time. Before, he'd been assigned to keep the enemy out, and he'd failed.

This time, he'd brought the enemy deeper in… and he would succeed.

Eventually, after constant retreat, he slashed at Regen's wound, and she reached up to catch his sword, screaming in such fury that whatever semblance of her humanity had clearly been supplanted by raw, animalistic rage.

Jaune fell backwards, knowing this was the hard part. But he was confident now, because Pyrrha had given him what he needed.

Jaune drew upon his Aura and pulled his heavy foe backwards, gradually hoisting her off her feet, using both their momentum to roll her over his head. Regen broke from her primal scream to look on in confusion, as Jaune hoisted her up for the briefest moment, and flung her over his head, towards a contraption a few feet behind him, at the rear of the vault.

Regen crashed into some sort of tube with its canopy open; a cold and sterile machine built to fit a human body just like hers'.

Jaune pointed at the console before the chambers. "Nora, nail it!"

Nora broke from her amazement and complied, leaping forward and gladly breaking machinery with her hammer. Jaune pushed the chamber canopy down over Regen's head, sealing her within just as the machine's life support kicked in, seeking to safely preserve the life of its occupant.

Regen was still perplexed, but gradually realized what was happening and pounded her fists against the canopy, gradually feeling her strength fade away, gradually feeling the cold wash over her and the dim light growing dimmer….

Sealed in the Atlas chamber, Lila Regen's attempts to escape became muted, and eventually her arms fell away and lay still. As she had been for eighty years, save a brief moment of ambition and hope, Regen was once more frozen in time.

Once he was sure the threat had passed, Jaune turned his attention to his friends, still looking around the vault in surprise. "So, yeah," Jaune began, nervously rubbing the back of his head. "This is a place."

"I can't wait to hear this one," Ruby wryly noted.

"It's a long story," Jaune told them.

"Well, we're gonna need to hunker down for a while," Nora pointed out.

"Yes," Ren agreed. "It will be some time before the storm layer collapses, and it would be prudent to remain here to ride it out."

"So come on, Jaune," Ruby invited as she looked at Regen locked in her tube. "Tell us a story."

* * *

High, high above them, the Atlas ships broke formation and departed, buffeted by lightning and hail on their way out, nearly torn apart by the winds. The Grimm on the ground were destroyed one by one by the force of the storm, with only the oldest and strongest among them able to endure through the night.

At the border to the Safe Zone, the lines held, and the Grimm eventually retreated. When the storm winds hit, Junior lent the Atlas soldiers the use of his club as shelter, and together they rode through the night, holding the walls and roof together until it passed.

* * *

Hours later, Nora ascended the rope line in the elevator, eventually sending the all clear to the others. Ren followed, then Ruby, then Jaune, then Jaune again after he slipped and the others had to help pull him out.

The four stepped out into the dim morning light, the ground still rain sodden and waterlogged and the skies still overcast, and Beacon still in ruins around them, but the day having finally returned, and light piercing through the darkness once more.

The larger Grimm were still prowling around, so they made a discreet exit, following a trail of discarded Dust and the wreckage of the Atlas ships out of their former home, into the forests and back towards Vale, where life and light awaited them.


	12. The Lie Became Truth

**Chapter Twelve: The Lie Became Truth**

 _Ruins of Beacon_

The four had not had to travel long to reach the border of the Safe Zone with such a reduced number of Grimm to contend with. Nora was hauling many small crates of Red, Blue, and Yellow Dust, left behind in the munitions scrap from the Atlas ships. Atlas had left a lot of junk behind in their retreat, and their team had a chance to reload their weapons and Ren had suggested they take whatever Dust they could back inside the Safe Zone rather than leave it unsecured.

Once they arrived outside the checkpoint, the four took note of its disrepair: most of the Atlesian knights were destroyed, their remains scattered about like trash. There were only a handful of human soldiers at their posts, so it was easy to find an unprotected section to sneak in through, slipping past the military checkpoint a second time. Nora dropped a few of the Dust crates beside their makeshift barracks and then subtly scooted away.

As the four were heading down the street away from the soldiers they passed by a bunch of surly mobsters trying to fix an obviously broken-down club and keep its walls standing, only to be repeatedly flattened by the structure and crushed under the weight of their own incompetence. Their boss had to look away so as to better reduce his frustration, and caught a glimpse of a group of teenagers with attitude whom he'd previously supplied with information. And who were now carrying so much Dust he could sell it all and buy the entire district at the current market rates.

Junior walked over to the four, stepping in their path. "Congratulations," he said, with what little sincerity he could actually muster. "On whatever it is you did."

"Oh, yeah, hey," Ruby pleasantly greeted, "We, uh, solved that whole Grimm… thing."

She was being cagey. Junior wouldn't have thought such a naïve young girl could try to deceive anyone… albeit very poorly. He played along. "And you just happened to find a bunch of Dust the Grimm left behind?"

"Actually, it was Atlas," Jaune answered. "Looks like it fell off their ships when the storm got bad."

Well, this one had always been honest and direct, so his claim was probably credible. "Figures," Junior agreed. "You guys planning on selling it back to them?"

"Actually, we already dropped some off at their barracks," Nora cheerfully replied.

Junior had to work hard to contain his disbelief. Such altruism was so incompatible with his perception of reality he had to suppress simultaneous sighs and keep his eyes from rolling out of his head. "Shame," he said. "At current market rates, you could've made a killing."

"While we could certainly use additional currency, it did seem the moral course to help re-supply the military rather than enrich ourselves," Ren explained. "In fact, we thought we'd give the Dust to any remaining Vale residents in need."

"Such as yourselves!" Ruby added, dropping one crate of each of the three Dust colors at Junior's feet. "Hopefully it's enough to fix your place up!"

Junior was silent for several seconds, he was so taken aback. That much Dust could easily make repairs and leave enough left over to completely restock the place. "That's… uh, that's very kind of you," Junior observed, trying to sound humble rather than completely shocked.

"Well, you gave us some intel, and you look like you could use some help," Jaune explained.

"We should go," Ren pointed out. "We've already lost considerable time from our schedule and should head back to port as soon as is expedient."

The four headed off, Ruby waving behind them. "Good luck with your club!"

Junior hoisted up the crates and brought them in, dispersing the Dust crystals within to his fences and instructing them to sell, and sell quickly before Atlas realized their stocks had gone missing. He then went to check on Miltia and Melanie, relieved to see they'd recovered from the fight and were eating in their cots.

His friends were safe, his club would be rebuilt, and the mad scientist he'd been forced to work for had apparently been dealt with, and he and his men had fended off a host of Grimm. Junior didn't exactly want the populace or the Atlesian soldiers to think of him as _heroic_ , but certainly they'd be aware he was tough, and had defended his territory from a monster invasion.

All in all, a pretty good result. He should've put his hopes in teenage girls more often.

* * *

 _Atlas Flagship_

Ironwood reviewed the latest data from his meteorologists as he reported to the council. "The data is still inconclusive, but there seems to be a consensus that permanent damage has been done to the planet's magnetosphere. There will continue to be magnetic distortions over Beacon academy."

"So much the better if Grimm continue to gather there," one of the Mistral councilors pointed out.

"This means Beacon will never be reestablished?" one of the exiled Vale councilors inquired.

"We don't know yet," Ironwood answered. "My science team is still reviewing data. They believe the magnetic field Merlot created was meant to align with some other location in Remnant."

"Pity you couldn't recover the doctor so we could interrogate him," the Atlas councilor observed. "Was there any sign of him in Beacon at all?"

"The only bogeys we encountered were Grimm," Ironwood explained. "Our instruments were damaged, but the ship's sensor logs should be able to corroborate all of these findings."

"Good," the same Atlas councilor noted. "We'll expect a full debriefing once you've returned to Atlas."

"Sir?" Ironwood wondered aloud.

"For the moment, we have to assume Merlot completed his objective and departed before we could intercede," another Atlas councilor explained. "We are scaling back Atlas military presence in Vale and returning you to your post in-country and want you to refocus your attention on the academy. We expect considerable overflow traffic from our friends emigrating from Vale."

"And Merlot?" Ironwood asked.

"We are sending in AK-200s to do a sweep of the area while the Grimm presence is minimal," the first Atlas councilor explained. "If we find any evidence of Merlot's heading, we may call you to active service to pursue him. Until we are certain, however, we will need to keep up appearances."

"Officially, Atlas conducted a successful incursion into Beacon to mitigate the threats of both the Grimm and a geomagnetic storm," the exiled Vale councilor explained. "You were successful, but your ships need to return to Atlas for repair. At that time you will be –unfortunately- reassigned by your superiors."

Ironwood could see the Vale councilor's own doubts. He was trapped in the political web just as the general was, and completely at the mercy of Atlas's whims. He knew he was abandoning an already vulnerable Vale, but he went along with the request. Just as James would have to now.

"Of course," Ironwood agreed. "I'll prepare a full report for the debriefing."

The Council dismissed him and he closed the holographic display. His adjutant had patiently waited for him to finish before entering his office, handing him a Scroll with some very interesting footage.

"Is this the only log?" Ironwood asked.

She nodded. "The rest of our sensors were damaged by the storm or by the Grimm. It's amazing how much footage was lost."

Ironwood watched as a group of four teenage hunters did battle with a strange woman and a force of Grimm… including one Ruby Rose, the leader of Team RWBY and the one who'd defeated Merlot the first time.

He couldn't share this with the Council. They had a cover story they were preparing to sell. Witnesses with a different account would cause problems for them, even if all that were to happen were a demonstration of their incompetence; needing to be bailed out by novice hunters.

Ironwood appreciated the importance of the Council and the need to keep the public in the dark about certain details. But sometimes they overstepped, more interested in preserving personal power rather than helping for the common good. Ironwood had felt powerless, forced to go along with their whims and tolerate their corruption. He greatly appreciated a chance for some small rebellion.

"See if you can isolate footage of just the woman working with the Grimm," Ironwood requested. "Then erase any footage of the Beacon students."

"Why, sir?" his adjutant inquired.

"I have my orders from the Council," Ironwood explained. "We have a story to present to the public… and you do know how our logs were damaged in the storm."

His adjutant understood and nodded. "Yes, sir."

Ironwood sat at his console and pulled up the file on Team RWBY's mission to Mountain Glenn and their battle with Doctor Merlot and his mutated Grimm. For some reason, he suspected there might've been an important detail in there he'd missed…

* * *

 _A World Away_

Salem stood at the window of her castle's meeting room, looking out over the pools. The levels seemed to have risen again, and new Grimm were rising from the black blood, forged again by humanity's negative emotions, drawn once again into the heart of Remnant.

The momentary disturbance still concerned her, however. For a brief moment, the Grimm had hope. They'd experienced an emotion they'd never felt before, and it had changed their thinking. It was essential the Grimm be driven by negativity: they only obeyed her because they feared her. Someone had tried using kinder, gentler words to bring about their cooperation… and more damningly, had almost succeeded.

More disconcerting, she was now receiving reports a large number of the Grimm she'd sent to Beacon had been wiped out. Her plans to excavate the site had been delayed, and she would need to expend more resources.

"My lady."

Salem turned as Watts entered the meeting room, dropping a body on the table before his seat.

Salem walked over, examining an elderly man in a lab coat, missing his right arm and nearly half his face, stained by black blood. "And this is?"

"His name is Doctor Merlot," Watts explained. "A chemist and evolutionary biologist; former head of Merlot Industries. He popped up out of one of the southern pools."

Salem glanced down to examine him. "Is he alive?"

Watts nodded. "It seems he survived a trip through a Grimm summoning pool."

"How is that possible?" Salem inquired.

"I have several hypotheses," Watts answered, before reaching into Merlot's labcoat. "And one leading contender."

Watts handed Salem a broken syringe, scattered with a few drops of a curious green chemical.

"Well, well," Salem mused, dabbing her finger with a bit of that strange green liquid. "What _do_ we have here?"

* * *

 _Somewhere in Sanus_

Several of the remaining residents and merchants in Vale had insisted on paying for the gifts of Dust Ruby, Jaune, Nora, and Ren had dropped off. Though they initially refused any compensation, they eventually felt it polite to accept _some_ reward. The money and food had more than made up for what they'd spent backtracking to Vale, and it seemed their misadventure had only ended up costing them time.

Ren was cooking a fine meal with some of the foodstuffs the Vale merchants had insisted they take, stirring it into a hearty stew. Nora was still trying to come up with a good team, now insisting 'Junior' (JNRR) was the way to go, though Jaune wasn't as keen on it.

"But this whole trip was your idea!" Nora pointed out. "It was good to see you take charge again."

"Only because Ruby agreed to humor me," Jaune replied. "She's the one who put a stop to the bad guys, not me."

"Yeah, until you actually beat that Grimm girl," Ruby interjected. "How'd you pull that off, anyway?"

Jaune paused for a moment. He'd already provided a lot of exposition while they'd waited in the vault beneath Beacon, but he'd neglected to mention one key detail about his battle with Regen. And really, there wasn't much reason to… they'd seen him do crazy things and say stupid things and hadn't left, so there wasn't a need to hide it.

"I saw her," Jaune answered. "I saw Pyrrha."

The others all stopped what they were doing. Ren had to quickly catch his spoon before he dropped it to the ground.

"I know she wasn't really there," Jaune quickly added. "But when I was getting my butt kicked out there, I remembered seeing her before she went to go fight at the tower."

Ruby choked up a bit, but quickly disguised it with a cough.

"Then I thought about all the things she taught me, and how she helped me unlock my Aura," Jaune continued. "And… well, after that I knew exactly what I had to do. And I knew I could stop her."

Ren resumed his cooking. "And you're certain that chamber will contain her indefinitely?"

"Maybe not indefinitely, but she said she'd needed Merlot's chemical to control the Grimm," Jaune explained. "Even if she gets out, she won't get her hands on any more of the stuff."

Ren nodded. "And so another threat has been dealt with for the time being, and our comrade's legacy has not been tainted by any evildoer's actions."

Nora's stomach rumbled. "Speaking of threats…"

"Yes, yes," Ren confirmed. "It'll be ready shortly."

Jaune headed over to sit by Ruby while Nora flitted around Ren and his stew, eager to find an opening.

"So you got to see her again after all," Ruby mused.

Jaune shrugged. "I prefer to think that I just remembered her at her best."

Ruby watched as her teammates gathered for a meal, and thought back to the Battle of Beacon, where Pyrrha had fought bravely, the best of them throwing herself in the path of danger.

On some level, Ruby's mission was to avenge that lost friend too. And with a fresh victory over the Grimm, maybe it was possible to beat the darkness back for a while longer.

She joined her friends for dinner and began swapping stories of Pyrrha, and Beacon, and let the hours while away…

* * *

 _Shortly After_

The AK-200s were clumsy and obtrusive, and many of them were destroyed entering the home of the Grimm horde. A small squad did, however, enter the academy tower and search for any sign of occupants.

The simple machines detected no life signs, but did find evidence of human presence, and followed it underground, to a massive, hidden chamber. They followed the scant evidence to a damaged machine, where two humanoid forms were preserved in stasis chambers.

One had expired, and the other was providing contradictory information: at times it read human, at others it was Grimm.

The AK-200s scanned and documented the findings, but since there was no sign of their primary target Merlot, they returned to the surface and exited Beacon, many more of their number destroyed by Grimm on the way out.

The surviving knights were recovered by military personnel at the Safe Zone border and were loaded into a dropship, then into a capital ship, and then left in stasis for a long trip home.

Back in Atlas, technicians worked over the data recovered by the AKs, but a very specific part of their recording was encrypted and locked behind a very old piece of code. This was gradually reported up the chain of command, eventually finding its way to Ironwood, who was very surprised to see a family name attached as a clearance.

Once off duty, Ironwood made a request to one of his most trusted subordinates, and she let him know. Once the recording was unlocked…

Ironwood immediately made for his friend's home. It seemed he'd been expecting an arrival, and Ironwood was shown to his frigid cold study, where the old man was working through his third spirited beverage.

"Why didn't you tell me?" Ironwood demanded.

"Tell you what?" Jacques Schnee asked.

"About this," Ironwood snapped, pulling out his Scroll and comparing two sets of footage: one raw data from the AK-200s, the other carefully edited footage given to him by his adjutant, of the same woman. "About _her_."

Jacques took a brief glance at the footage before standing up from his desk and reaching to a nearby bookshelf. He produced a ledger of some kind, tattered and worn, and opened it to a certain page, pulling out a very old photograph of two women, one of whom looked very similar to the Grimm infested female, the other with long white hair and piercing blue eyes like Jacques' wife and children.

"My wife's grandmother Erzengel told her the woman's name was Lila," Jacques explained. "But her notes always referred to this woman as 'Subject Zero.'"

Ironwood compared the photo to the footage on his scroll. "What the hell is this, Jacques?"

"This is how we won the Great War, James," Jacques answered, opening the ledger again and finding the lists of sale. "It's how we drove the Grimm away."

"What?" Ironwood could hardly believe it.

"Only a Schnee could do it," Jacques continued. "And we did, four times."

Ironwood looked down at the photo again. "Were you ever planning on telling me about any of this?"

"Not if it could be helped," Jacques admitted. "Would you admit your family committed a war crime?"

"And I don't suppose you have any more evidence of this?" Ironwood asked, a little more forcefully than he'd really intended.

"It was before my time," Jacques answered dismissively. "If Subject Zero lived, she lived more than eighty years longer than we needed her to."

Ironwood looked down at the photo again. "She's the one," he realized. "She was controlling the Grimm."

"More than likely," Jacques agreed. "She hadn't perfected it yet. She wouldn't get it right until the very last one. They were only meant to attract the Grimm away from Mantle, nothing more."

Ironwood sneered. "Not the best legacy to leave the world."

"I'm not worried about my family's legacy, James," Jacques replied. "Not anymore."

Ironwood glanced at the open ledger sitting before Jacques. "And what should I do with this?"

"Do what you want," Jacques told him. "Tell anyone you like the Schnee family could keep them safe from the Grimm at any moment… if the rest of the world is willing to be a little less squeamish."

Jacques resumed drinking. Ironwood considered his words, then set the photo down and walked out of his office without the usual pleasantries. He was disgusted by his 'friend's actions, but it was hard to refute his reasoning.

At least not without revealing what he knew. That woman was dangerous, and while contained in an abandoned ruin, was still alive and could organize the Grimm into a more effective fighting force than ever before. And now he was in Atlas without any way to immediately deal with the problem.

Still, she'd been bested by Ruby Rose and a group of Beacon students. Maybe there was reason to be optimistic about the future after all…

Ironwood put his Scroll away and left the Schnee estate, unaware that an eavesdropper had passed by her father's office and heard a very interesting exchange.

About her ancestor, Erzengel Schnee, and about a war crime from eighty years ago…


End file.
